CORPORATE GOVERNANCE REPORTMarch 27, 2024
Roland Corporation
Gordon Raison
CEO and Representative Director
Contact address:053-523-0230(switchboard)
https://www.roland.com/global/
This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) for
reference purpose only. In the event of any discrepancy between this translated document and the Japanese original,
the original shall prevail. Roland Corporation assumes no responsibility for this translation or for direct, indirect
or any other forms of damages arising from the translation.
We wish to report as follows on the situation of the corporate governance of our company.
I. Our basic view on the corporate governance, and basic data including capital structure and attribute of the company
1. Our basic view
We at Roland Corporation define the corporate governance as the system effective in that our Group, which
consists of Roland Corporation and its subsidiaries, increase its corporate value sustainably and autonomously
to contribute to increasing the profits of all the stakeholders related to us, including shareholders, customers,
business connections and employees, and to realize the sustainable environment and society: We will build andpromote it.
We establish our corporate philosophy which represents the meaning of our Group’s existence and we aredetermined to realize the corporate philosophy, so that we will live up to the expectations of the stakeholders
surrounding us.
[Our Corporate Philosophy]
Roland's corporate philosophy is expressed through the three slogans below. These slogans, which remainunchanged from the time the company was founded, exemplify the reasons for the Roland Group's existence, as
well as the kind of company we envision ourselves to be.
Inspire the Enjoyment of Creativity
Our aim is to create an exciting world where everyone is able to enjoy music or videos in their own way,wherever and whenever they choose. We continue to pursue the possibilities of boundless joy that come fromthe satisfaction of creating new music or video, playing a musical instrument, or having the opportunity to share
this joy with others.
Be the BEST Rather Than the BIGGESTWe are committed to hard work and doing our best to become a one-of-a-kind company that offers the best toeach and every one of our customers. What we value most as we continue to grow is the relationship of trust we
enjoy with our customers. And we are committed to grow in ways that enable us to give our customers what
they want, as well as inspire them with new dreams and expectations.

Cooperative Enthusiasm for All Stakeholders
We aspire to be a company for which our customers have a special place in their hearts and are inspired tosupport. In creating new value, we are committed to respecting all principles that we are expected to uphold
while developing an even deeper understanding of our purpose. Though this, we seek to transform the affinity
for our company, of the customer and all stakeholders, into the needed strength to move the business forward.

[Grounds for the principles of the Corporate Governance Codes which are not implemented]
We implemented all of the principles of the Corporate Governance Codes.

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CORPORATE GOVERNANCE REPORT[Disclosure pursuant to the principles of the Corporate Governance Codes][Principle 1-4: Cross-Shareholdings]
We have no cross-shareholdings. If we hold listed shares as cross-shareholdings, we draw up standards forexercising voting rights and annually verify the propriety of holding the stocks.
[Principle 1-7: Related Party Transactions]
In case where our company’s Directors / Audit & Supervisory Board Members, close relatives of the Directors/ Audit & Supervisory Board Members, or major shareholders engage in transactions with our Group, suchtransactions will be supervised by, pursuant to our internal rules, the prior resolution by the Board of Directors
or implementation of reporting to the Board of Directors after carrying them out. In addition, we will disclose
the transactions between related parties in accordance with the Company Act, the Financial Instruments andExchange Act, and other applicable laws and regulations, as well as the rules provided for by the stock
exchanges.
[Supplementary Principle 2-4[1]: Securing diversity in the appointment of core personnel, etc.]
We at Roland believe that the artistic culture, including music, which allows us to express a variety of
individuality and values and to approve each other’s, will become more and more important in the matured
society. We therefore respect the rights and diversity of every one of the people having relation with ourbusiness. With such awareness, within our company, we are always endeavoring to create the environment inwhich a wide variety of human resources, including females, foreign nationals, and mid-career employees, candemonstrate their ability in each lively way.
<About the female employees assuming important roles in business>
Our company receives certification of three stars in “ERUBOSHI,” as the highest-level company, based on
the Act on the Promotion of Female Participation and Career Advancement in the Workplace. In order tofurther promote appointment of female members to important positions, we have set the target that we will
double the percentage of total human resources accounted for by female members in managerial positions, from
6% as of 2021 to 12%, by the end of 2025, and are carrying out measures including further improvement ofworking environment.
<About the human resources of foreign nationals assuming important roles>
Among overseas group companies, it has become an established practice to appoint local employees to thesenior management positions. At the same time, cooperation between organizations by function and otherbusiness interactions are actively performed including with our company’s main body (Japan). In such asituation, we do not set targets on the percentage of core personnel accounted for by foreign nationals, etc. in
our company’s main body, but we will continue promoting the global management focusing the cooperation andinteraction among group companies.
<About the mid-career employees assuming important roles>
We have been active in employing mid-career personnel, in an attempt to secure immediately useful humanresources with a variety of capacities and viewpoints and, in appointing the personnel to the core positions, we
screen them in terms of performance and achievement, without regard to employment type. In such a situation,
we do not set targets on the percentage of core personnel accounted for by mid-career employees, etc., but wewill continue promoting the assignment and appointment of appropriate personnel to appropriate positions.
<Our policy for human resource development aiming at securing diversity and our policy for improvementof in-house environment>
In our Group, we have established the basic policy for the personnel strategies focusing the fairness without
regard to individual attributes such as age, gender, race, length of service, etc. as well as the voluntary growthof each employee. Based on the policy, we have arranged various kinds of systems. At the same time, weare promoting the arrangement of environment which allows various workstyles, in an attempt to raise theemployees’ engagement.
Please refer to our Website for details of the above.
Diversity and revitalization of human resources:
https://www.roland.com/global/sustainability/people/#diversity_revitalization
Respect for human rights (basic policy for the personnel strategies):
https://www.roland.com/global/sustainability/people/#human_rights

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CORPORATE GOVERNANCE REPORT

Realization of pleasant working environment:
https://www.roland.com/global/sustainability/people/#working_environment[Principle 2-6: Roles of Corporate Pension Funds as Asset Owners]
As the pension systems, we have adopted the defined benefit corporate pension plan and the company-type,defined contribution pension plan.
In managing the assets of the defined benefit corporate pension plan, our fundamental principle is to secure
the profits necessary for granting retirement allowances and pension payments for the future over the long termwith minimum risk, and we formulate the policy-related asset mix.
We make final decisions on the matters concerning asset management after examination by the asset
management committee, which consists of the experts of the human resource affairs division and financedivision, working as the advisory organs.
Portfolio management and asset management of the pension assets are entrusted to the external trustee
management organ and the situation is monitored regularly. With regard to the company-type, defined
contribution pension plan, we are rendering education service, information service, etc. concerning asset
management to the participants of the plan.
[Principle 3-1: Full Disclosure]
1. What the company is targeting at (the corporate philosophy), management strategies and management plans
Our corporate philosophy is described in section 1 of this report, “Our basic view.” Our medium-term
management policy is stated in the URL mentioned below.
https://ir.roland.com/en/ir/management/midterm.html
2. Basic view and basic policy concerning the corporate governanceOur basic view concerning the corporate governance is described in section 1 of this report, “Our basic view.”
3. The policy on the determination by the Board of Directors of remuneration for the management executives
and Directors and related procedures
The remuneration system for Directors and executive officers (entrustment type) is determined by the Boardof Directors and the remuneration for individual Directors shall be determined by the Board of Directors on thebasis of a draft submitted by the CEO and approved by the Nomination and Remuneration Committee.
The remuneration for individual executive officers (entrustment type) is determined by the CEO, who reports
this to the Nomination and Remuneration Committee, which oversees the appropriateness and fairness of the
remuneration.
- System for the remuneration Remuneration for Directors (excluding Outside Directors) and executive officers (entrustment type) are madeinto the system so that it will be at the level where it functions as a sound incentive for our Group’s sustainablegrowth. The rate of fixed remuneration (monthly pecuniary remuneration), bonus and stock-based remuneration
which are linked to the consolidated business performance is fixed at about five to three to two. The bonus ispecuniary remuneration which links to the consolidated operating profit and the targeted results in the scope ofthe business each director is in charge of, and the stock-based remuneration is linked to the consolidated ROIC
set as a target in the medium-term business plan and is granted in the form of granting of the Company stocks.
As to the remuneration for Outside Directors, the rate of fixed remuneration (monthly pecuniary
remuneration) and fixed-type stock-based remuneration is set at about eight to two: In this way the stability of
the remuneration is secured so that the Outside Directors appropriately perform their function of supervising
the management.
Remuneration for Audit & Supervisory Board Members is determined by the discussion among Audit &Supervisory Board Members, and includes only the fixed remuneration (monthly pecuniary remuneration).
However, in the case of non-Japanese officers, the Board of Directors determines fixed remuneration (monthly
pecuniary remuneration), bonus and stock-based remuneration which are linked to the consolidated businessperformance individually for each eligible person, in light of the medium- to long-term remuneration policy
agreed by the Board of Directors, taking into account the results of a report by an external, specialized agency
on market prices in the respective countries.

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4. Principle and procedures for the occasions on which the Board of Directors appoints or dismiss the
management executives or designated candidates for Directors or Audit & Supervisory Board Members
The Nomination and Remuneration committee, the majority of which are Independent Directors, proposes
the original draft concerning the candidates for Directors, Audit & Supervisory Board Members, CEO andexecutive officers (entrustment type) to the Board of Directors Meeting in pursuant to the criteria mentioned
below and, subsequently, resolution on Directors and Audit & Supervisory Board Members is made by theGeneral Meeting of Shareholders following the resolution by the Board of Directors Meeting and that on CEO
and executive officers (entrustment type) is made at the Board of Directors Meeting.
(1) Appointment and dismissal of Directors and Audit & Supervisory Board Members[Criteria for appointment of Directors](i) To have extensive experience, splendid record of achievement or great insight in certain fields
concerning corporate management, which are necessary for making important decisions at the Boardof Directors Meeting and for supervising other Directors’ work.
(ii) To have a high degree of ethics and law-abiding spirit.
(iii) For executive Directors, to have capacity, experience, record of achievement, etc. necessary for
performing the duties they are in charge of.
[Criteria for appointing Audit & Supervisory Board Members](i) To have the experience and capacity necessary for supervising the lawfulness and appropriateness of
Directors’ performance of duties, as well as the appropriate knowledge concerning finance, accounting
and legal affairs.
(ii) To have a high degree of ethics and law-abiding spirit.
In case where any of the Directors or Audit & Supervisory Board Members is in deviation from theappointment criteria for each one of them, the Nomination and Remuneration committee will examine thesituation strictly and, if concluding that dismissal is appropriate, the committee will propose dismissal of
Directors or Audit & Supervisory Board Members to the Board of Directors Meeting. The Board of Directors
Meeting will examine it strictly and, if concluding that dismissal is appropriate, will propose it to the General
Meeting of Shareholders, which will make a decision on dismissal.
(2) Appointment and dismissal of CEO[Criteria for appointing CEO]The criteria for appointing CEO are the criteria for appointing Directors to which the following requirement
is added.
(i) To have the capability of concretely describe what the businesses of our Group should be on a medium
and long terms, as well as its vision and the strategies for its realization.
(ii) To have the leadership of directing the organization on a global basis and the potential of executive
power for doing all he/she can do for the realization of the vision.
(iii) To have the power of cooperation with which he/she can build a wide-ranging relationship with internaland external, various stakeholders.
In case where the CEO becomes to be deviating from the appointment criteria, or where the sales and profits
are considerably in short of those projected in the medium- and long-term management plan, the Nomination
and Remuneration committee will closely examine whether it is the most suitable decision to dismiss the CEO
and appoint a new one and, when it concludes it is the most suitable, it will propose it to the Board of Directors
Meeting. It will be strictly deliberated at the Board of Directors Meeting and, if it concludes that dismissal is
the most suitable action, it will resolve on the dismissal of the CEO.
(3) Appointment and dismissal of executive officers (entrustment type)[Criteria for appointing executive officers (entrustment type)](i) To have capacity, experience, record of achievement, etc. necessary for performing the duties they arein charge of.
(ii) To have a high degree of ethics and law-abiding spirit.

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In case where an executive officer (entrustment type) becomes to be deviating from the appointment criteria,
the Nomination and Remuneration committee will closely examine it and, when it concludes it is necessary, it
will propose the dismissal to the Board of Directors Meeting. It will be strictly deliberated at the Board of
Directors Meeting and, if it concludes that dismissal is the most suitable action, it will resolve on the dismissalof the executive officer (entrustment type).
With regard to the executive officer (employment type), the CEO will propose the appointment of a candidate,or the dismissal to the Board of Directors Meeting, which will make a decision on it.
5. Explanation about the individual appointment and designation for the case where the Board of Directors
appoints the management executives as well as designates candidates for Directors and Audit & Supervisory
Board Members based on the provisions 4. mentioned above.
Reasons for nominating the candidates for respective Directors and Audit & Supervisory Board Members arestated in the Notice of General Meeting of Shareholders.
[Supplementary Principle 3-1 [3]: Efforts made for the sustainability]
Our business contributes to the sustainable development of the society through the musical and video culture
and, at the same time, it is supported by the stability and affluency of the environment and the entire society.
In addition, we are aware that it is an important duty for a corporation to face sincerely such various issues as
those related to climate changes or human rights and to contribute to the solution for those. Based on thisawareness, we have established our “Basic Policy for Sustainability” and “Materiality” with the Board of
Directors’ approval, and we are engaging in various activities in this regard.
Please refer to our Website for details.
The site for “Sustainability”:
https://www.roland.com/global/sustainability/
Among the above, the “Basic Policy for Sustainability” and “Materiality”:
https://www.roland.com/global/sustainability/policy/
In addition, of our investment in human capital and intellectual properties, what we will continue withemphasis are positioned as the themes of above-mentioned “Materiality.” For what we are currently doing,refer to the following pages.
Policy of investments in human capital:
https://www.roland.com/global/sustainability/people/#hr_investment_policy
Investment for growth:
https://ir.roland.com/en/ir/management/Investment.html
The digital communication unique to Roland:
https://www.roland.com/global/sustainability/customer/#cs_maximization
Intellectual Property and Brand Protection:
https://www.roland.com/global/sustainability/intellectual_property/
We have formulated a Human Rights Policy and a Procurement Policy and conducts human rights due
diligence on our Group companies and suppliers in accordance with these policies. For more information on our
Human Rights Policy, please see the following pages.
https://www.roland.com/global/sustainability/human_rights_policy/
We assess and disclose the impact of risks and profit opportunities related to climate change on our businessin line with the TCFD recommendations. Please refer to our Website for details, including our actions against
climate change.
Disclosure in line with TCFD recommendations:
https://www.roland.com/global/sustainability/environment/tcfd
Actions against the Climate Change:
https://www.roland.com/global/sustainability/environment/#climate_change

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CORPORATE GOVERNANCE REPORT[Supplementary Principle 4-1 [1] Scope of entrustment to the management and its outline]
The Board of Directors of our company formulates the fundamental principle of management, formulates
medium- and long-term management strategic plan, formulates the basic policy for the business portfolios,
constructs the internal control system and others as well as makes decision on important managerial matters
stipulated by laws, regulations, Articles of Incorporation, internal rules, etc., aiming at sustainable growth of ourGroup’s corporate value.
We have established the executive officer system as the business executing system based on the Board of
Directors’ decision making: While executive officers execute business following the Board of Directors’decision, authority concerning the matters not covered by the matters to be resolved by the Board of Directors
Meetings are devolved to executive officers, based on the internal rules. The Board of Executive Officers which
consists of Executive Officers, shall be established for the purpose of deliberating and discussing the matters to
be brought up for discussion at Board of Directors Meetings or the important matters in relation to businessexecution as well as sharing information on those.
[Supplementary Principle 4-1 [3] Succession Plans for CEO and other officers]
The Nomination and Remuneration committee monitors succession plans proposed by CEO in terms ofobjectivity, fairness, and validity, assist to refine and optimize criteria for appointing CEO and development
plans through the discussion based on experiences and know-how of each member, reviews the roadmap, selects
candidates, establishes and implements development plans, and reviews the process for evaluating, narrowing
down, and replacing candidates in a timely manner.
[Principle 4-9: Independence Standards and Qualification for Independent Directors]
We have formulated the standards for the Independent Directors / Audit & Supervisory Board Members basedon the standards for independence provided for by the Tokyo Stock Exchange. For details of the standards,
please refer to the section II. 1 of this report, “[Matters related to Independent Directors / Audit & Supervisory
Board Members] Other matters concerning Independent Directors / Audit & Supervisory Board Members.”[Supplementary Principle 4-10 [1] Our policy regarding the independence of the composition, the mandates
and roles of the Nomination and Remuneration committee]
For our policy regarding the independence of the composition, the mandates and roles of the Nomination andRemuneration committee, please refer to section II. 1 of this report “[Matters related to Directors] Whether there
is a voluntary committee which corresponds to the designation committee or the remuneration committee.Supplementary explanation.”[Supplementary Principle 4-11 [1] Our views on the balance between knowledge, experience and capacity,
the diversity and the scale of the Board of Directors as a whole]
The Board of Directors of our company should be composed of diverse Directors having different
backgrounds in terms of experience, capacity, record of performance without regard to their gender, nationality,
age, career, etc., and, at the same time, should maintain the personnel appropriate for effectively displaying its
function of decision making and supervising. In addition, in order to increase the Board of Directors’ functionof supervision and to secure its diversity, Independent Directors shall be appointed as they shall account for onethird or more of the total Board of Directors members, including at least one who has experienced business
management in other companies.
In order for the entire Board of Directors to secure the skills necessary in the light of business direction withmedium- and long-term views and the business strategies, the skill matrix is created and disclosed in the Noticeof General Meeting of Shareholders. In the skill matrix, the skills necessary for the Board of Directors are
specified and the knowledge, experience, capability, etc. which each Director has are listed in a chart.
Notice of General Meeting of Shareholders:
https://ir.roland.com/en/ir/stock/meeting.html[Supplementary Principle 4-11 [2]: The posts concurrently held by Directors or Audit & Supervisory Board
Members]
We will disclose the situation of Directors or Audit & Supervisory Board Members concurrently holding otherimportant posts in the Notice of General Meeting of Shareholders or in the Annual Securities Report. We

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believe that our company’s Directors and Audit & Supervisory Board Members are concurrently holding theposts within a reasonable extent that will not interfere with performance of their duties as our Directors or Audit& Supervisory Board Members.
[Supplementary Principle 4-11 [3]: Effectiveness assessment of the Board of Directors]
1．Method of assessing- Information (such as bills submitted to the Board of Directors, time the Board of Directors took fordiscussion, etc.) concerning the effectiveness assessment are distributed to all of the Directors and Audit &Supervisory Board Members.
- The “Table of effectiveness assessment” is distributed to those mentioned above, and the responses are
obtained.
- The assessment was made from the four viewpoints of: “Operation of the Board of Directors”, “Scale andcomposition of the Board of Directors”, “Provision of information to Outside Directors and Audit &Supervisory Board Members” and “Roles of the Board of Directors”.
- In addition to quantitative assessments, we analyzed “satisfactory points” and “points that need
improvement”.
- The Board of Directors discussed the issues of itself and shared the future direction of improvement.
2．Summary of the result of assessment
The summary of the result of assessment is as follows.
- The Board of Directors consists of Outside Directors who are a person with experience in corporate
management, a person with experience in CTO, an overseas investor, and lawyer as well as executive directors
who are CEO, CIO, and CPO and its majority are Outside Directors. As a result, discussions are actively heldfrom a variety of perspectives, and the composition is desirable for governance.
- Outside Directors and Audit & Supervisory Board Members had opportunities to attend internal meetings,
such as the Management meeting and the Risk Management and Compliance Committee in addition to Boardof Directors meeting, and Audit & Supervisory Board Members actively conducted visiting audits. As a result,they obtained information on management planning and the business environment as appropriate, and madecomments based on their understanding of the workplace and the actual situation.
- The initiation of advance briefings of board meetings for Outside Directors and Audit & Supervisory Board
Members has facilitated prior understanding of the agenda and has contributed significantly to fostering
efficient and effective discussions at board meetings.
We also plan to review the following issues in order to strengthen governance and implement effective BOD
operations.
- Diversity and composition of Board of Directors- Ideal state, role and responsibilities of the Board of Directors- Securing sufficient time and improving materials in order to enhance discussions on medium-to long-term
management strategies and governance system.
- Operational improvements, such as further speeding up of materials sharing, enhancing the description ofmaterials and expanding the provision of information in advance.
[Supplementary Principle 4-14 [2]: Training for Directors and Audit & Supervisory Board Members]
When a Director or an Audit & Supervisory Board Member is newly appointed, we will provide him/her with
an opportunity to obtain understanding of the duties and responsibilities of Directors or Audit & Supervisory
Board Members, actual businesses of the Board of Directors or the Audit & Supervisory Board, our corporate
governance system, and other matters. When an Outside Director or an Outside Audit & Supervisory Board
Member is newly appointed, we will explain the above-mentioned matters taking into consideration his/herexperience and specialized filed and, in addition, we will provide him/her with an opportunity to deepen
understanding of our businesses, such as the explanation about details of our businesses, presentation of works,
and participation in the meetings for exhibition of our products.
[Principle 5-1: Policy for Constructive Dialogue with Shareholders]
For our principle concerning the constructive dialogues with our shareholders, please refer to section III. 2 of7

CORPORATE GOVERNANCE REPORT

this report, “Activities concerning the IR --- Others.”[Action to Implement Management that is Conscious of Cost of Capital and Stock Price] [English disclosure
available]
In our medium-term management plan, we have set ROIC, a capital efficiency indicator, as an importantmanagement indicator along with sales and operating profit, and are working with a defined target value. We
evaluate and verify capital efficiency by setting WACC as the cost of capital, and have maintained a high levelof ROIC of 17.2% in FY2023.
For more information on the specific initiatives, etc. to implement management that is conscious of cost ofcapital and stock price, please refer to our website.
https://ir.roland.com/en/ir/management/costofcapital.html
2. Capital structure
Percentage of shares held by foreign investors

30% or more

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CORPORATE GOVERNANCE REPORT[Major shareholders]Name of shareholder

Number of shares held

TAIYO JUPITER HOLDINGS, L.P.
MINERVA GROWTH CAPITAL, LP
The Master Trust Bank of Japan, Ltd. (trust account)
NORTHERN TRUST CO.(AVFC) RE UKUC UCITS
CLIENTS NON LENDING 10PCT TREATY ACCOUNT
Custody Bank of Japan, Ltd. (trust account)
NORTHERN TRUST CO. (AVFC) RE FIDELITY FUNDS
Jun-ichi Miki
STATE STREET BANK AND TRUST COMPANY 505224
Roland Employee Stock Ownership Plan
BNYM AS AGT/CLTS NON TREATY JASDEC
The controlling shareholder-

Parent company-

9,691,230
4,195,600
2,180,000
1,326,500
1,052,128
877,647
515,636
466,363
378,620352,199

Percentage
ownership
34.96
15.13
7.86
4.79
3.80
3.17
1.86
1.68
1.37
1.27

Supplementary explanation
1. The data on major shareholders represents that as of December 31, 2023.
2. In addition to the above, the Company holds treasury shares of 441,558 shares. The percentage of shares held
was calculated based on the total number of issued shares excluding the number of treasury shares.
3. As of October 20, 2023, a large shareholding report (a change report) was submitted by FMR LLC. However,they are not included in the above status of major shareholders, because we cannot confirm the actual status ofshareholdings as of December 31, 2023. The shareholding status of the report as of October 13, 2023, is asfollows.
FMR LLC 2,450,179 shares (8.70%)
4. As of June 22, 2023, a large shareholding report (a change report) was submitted by Jupiter AssetManagement, Limited. However, they are not included in the above status of major shareholders, because wecannot confirm the actual status of shareholdings as of December 31, 2023. The shareholding status of the report
as of June 15, 2023, is as follows.
Jupiter Asset Management, Limited 1,735,700 shares (6.17%)
5. As of April 21, 2023, a large shareholding report (a change report) was submitted by Capital Research andManagement Company and its joint holders, Capital International Inc, Capital International Sarl, CapitalInternational K.K, and Capital Group Investment Management Pte. Ltd. However, they are not included in theabove status of major shareholders, because we cannot confirm the actual status of shareholdings as of December
31, 2023. The shareholding status of the report as of April 14, 2023, is as follows.
Capital Research and Management Company
530,600 shares (1.89%)
Capital International Inc
69,900 shares (0.25%)
Capital International Sarl
69,300 shares (0.25%)
Capital International K.K.
612,200 shares (2.18%)
Capital Group Investment Management Pte. Ltd.
31,800 shares (0.11%)
Total
1,313,800 shares (4.68%)

3. Attribute of the company
Listed Section
Fiscal year end
Business category
Number of employees at the end of the most recent
fiscal year (on a consolidated basis)

Tokyo Stock Exchange, Prime Market
December
Other miscellaneous products
1,000 or more

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CORPORATE GOVERNANCE REPORT

Sales in the most recent fiscal year (on aconsolidated basis)
Number of consolidated subsidiaries at the end of
the most recent fiscal year

JPY 100 bn or more but less than JPY 100 tn
10 or more but less than 50

4. Our policy concerning the measures to protection of minor shareholders in case where we deal with the controllingshareholder
5. Other special factors which may have important influence on the corporate governanceNot applicable.
II. Other matters regarding the corporate governance system including the managerial administration system inconnection to the decision-making on, execution of and supervision over the business management
1. Matters concerning the structure of the organ, operation of the organization, etc.
Type of organization
Company with the Audit & Supervisory Board[Matters related to Directors]
Number of Directors stipulated by the Articles ofIncorporation
The period of the term of office of Directors stipulatedby the Articles of Incorporation
Chairperson of the Board of Directors Meeting
Number of Directors
Situation of appointment of Outside Directors
Number of Outside Directors
Number of those designated as Independent Directors
among the Outside Directors
Relationship with the company (1)Name

15
One yearCEO
7
Outside Directors are appointed
43

AttributeaToshihiko Oinuma
Attorney
Brian K. Heywood
Coming from other company
Mikio Katayama
Coming from other company
Hiroshi Yamamoto
Coming from other company*1: Selections representing the relationship with the company:
a.
b.
c.
d.
e.
f.

b

Relationship with the company (*1)
c d e f
g
h i j

ｋ

○

Executing person of a listed company or its subsidiary.
Executing person or non-executing Director of a parent company of a listed company
Executing person of a sister company of a listed company.
The person transacting businesses mainly with listed companies, or its executing person.
A listed company’s important business partner or its executing person.
Consultant, accounting expert or legal expert who receives a large amount of pecuniary or other property, besides remuneration
for Director, from a listed company.
g. Major shareholder of a listed company (or its executing person, if the major shareholder is a corporation).
h. Executing person of a business partner (the person himself/herself only) of a listed company (which does not fall under any of
the categories d, e, or f).
i. Executing person of a party with which there is a relationship of mutual appointment of Outside Directors (the person
himself/herself only).
j. Executing person of a party (the person himself/herself only) to which a listed company makes donation.
k. Others

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CORPORATE GOVERNANCE REPORT

Relationship with the company (2)Independent
Name
Director
Toshihiko OinumaBrian K. Heywood

Supplementary explanation on theitems of conformity-

Our company does not designate
him as Independent Director,
since he is the Director of Taiyo
Jupiter Holdings GP Ltd. which
has authority to act on behalf of
Taiyo Jupiter Holdings, L.P., ourlargest shareholder, and he is theCEO of Taiyo Pacific Partners,
L.P. which indirectly andcompletely controls Taiyo JupiterHoldings GP Ltd.

11

Reasons for appointment
He has the legal knowledge and awide range of insight acquired
through his abundant experiencein global matters and as an
attorney-at-law. Although he has
no experience being directly
involved in the management of acompany other than serving as an
Outside Director or Outside Audit& Supervisory Board Member, he
has served in his current position
since March 2020 and provided
supervision and advice based on
his professional knowledge andextensive experience as an
attorney-at-law. He was appointed
in the expectation that he will
perform an appropriate role inensuring the validity andappropriateness of decisionmaking.
He has a wealth of knowledge andexperience as an expert incorporate management and global
investment. When he served as an
Outside Director of our company
from November 2014 to March
2021 and from March 2022, heprovided highly effective
supervision and support for ourcompany rapid and decisivedecision-making in primarymanagement directions andexecution of business based on his
abundant experience and insightas an investor. Those contributed
to the growth and enhancement of
the corporate value of ourcompany. He was appointed in the
expectation that he will provide
supervision and advice on
corporate management based onthese achievements and insights.

CORPORATE GOVERNANCE REPORT

Mikio Katayama

-

Hiroshi Yamamoto-[Voluntary committee]
Whether there is a voluntary committee whichcorresponds to the designation committee or the
remuneration committee.

He has served as president andchairman of several listedcompanies and has broad insightand experience in all aspects ofcorporate management as well as
technology and productdevelopment. He has served as an
Outside Director of our company
from March 2023, and hecontributed to the growth andenhancement of the corporate
value of our company byproviding proper supervision andadvice on corporate management.
He was appointed in the
expectation that he will continue
to strengthen the supervisory
functions over business execution.
He has extensive knowledge andexperience in technology
development, primarily in theinformation technology field, andhas held key positions at multiple
companies. He has served as an
Outside Director of our company
from March 2023, and hecontributed to the growth andenhancement of the corporate
value of our company byproviding proper supervision andadvice on technology andcorporate management.
He was appointed in the
expectation that he will continue
to strengthen the supervisory
functions over business execution.

Yes

Situation about the installment of voluntary committees; attributes of the committee members and the president(chairperson)
Voluntary committee corresponding to the designation committee
Title of the committee
Nomination and Remuneration committee
Total number
Number of
Number of
Number of
Number of
Number of
Presidentof committee
full-time
InsideOutsideinternal
other(Chairperson)
members
members
Directors
Directors
experts
participants
3
0
0
3
0
0 Outside
Director
Voluntary committee corresponding to the remuneration committee
Title of the committee
Nomination and Remuneration committee

12

CORPORATE GOVERNANCE REPORT

Total numberof committee
members3

Number offull-timemembers0

Number of
InsideDirectors0

Number of
OutsideDirectors
3

Number ofinternal
experts0

Number ofotherparticipants0

President(Chairperson)
OutsideDirector

Supplementary explanation
We have installed the Nomination and Remuneration committee, which performs the functions of bothdesignation committee and remuneration committee. The Nomination and Remuneration committee assumes
the roles mentioned in “3. The policy on the determination by the Board of Directors of remuneration for the
management executives and Directors and related procedures”, “4. Principle and procedures for the occasions
on which the Board of Directors appoints or dismiss the management executives or designated candidates for
Directors or Audit & Supervisory Board Members”, and [Supplementary Principle 4-1 [3] Succession Plans for
CEO and other officers] described in [Disclosure based on the principles of the Corporate Governance Codes]
and [Principle 3-1: Full Disclosure].
The mandates of the Nomination and Remuneration committee is as follow.
(1) Decision on the drafts of proposals to be discussed at the General Meeting of Shareholders for appointment/ dismissal of Directors / Audit & Supervisory Board Members.
(2) Decision on the proposal to be discussed at the Board of Directors meeting for appointment / dismissal andduties of CEO, executive Directors and executive officers (entrustment type).
(3) Supervision of the succession plan for CEO based on the CEO’s report.
(4) Decision on the evaluation of individual Directors based on the draft submitted by CEO.
(5) Decision on the proposal to be discussed at the Board of Directors meeting for remuneration, etc. of
individual Directors based on the draft submitted by CEO.
(6) Other matters deemed necessary by the Board of Directors with regard to appointment / dismissal,
remuneration, etc. of Directors, Audit & Supervisory Board Members and executive officers.
Members of the Nomination and Remuneration committee, the majority of which are Independent Directors,
are Toshihiko Oinuma, Mikio Katayama and Hiroshi Yamamoto, Outside Directors.
[Matters related to Audit & Supervisory Board Members]
Whether the Audit & Supervisory Board has been
It has been installed.
installed.
Number of Audit & Supervisory Board Members
4
stipulated by the Articles of Incorporation
Number of Audit & Supervisory Board Members

3

The cooperation among Audit & Supervisory Board Members, accounting auditors and internal audit division.
We have installed the division engaging in internal auditing within our company, which implements internal
audit, with regard to our company and subsidiaries. The internal audit division directly reports to CEO and
Representative Director.
The Audit & Supervisory Board audits the Directors’ execution of their duties, etc. Besides, Grant Thornton
Taiyo LLC, the accounting auditor, conducts ordinary accounting audit.
We have an audit system in which Audit & Supervisory Board Members, the accounting auditor and the internal
audit division conduct audits in cooperation with each other. Audit & Supervisory Board Members and theinternal audit division communicate with each other by sharing audit plans and audit documentation and internal
audit reports as appropriate, and jointly conduct audits on the same department, as necessary. Audit &Supervisory Board Members and the internal audit division also share information and understanding of issues
by receiving reports on audit plans or the status of a fiscal year-end accounting audits in the course of such audit
or at the end thereof or attending a physical inventory audit conducted by the accounting auditor. In conducting
audits, Audit & Supervisory Board Members and the internal audit division cooperate and share information
with divisions related to internal control such as the finance, corporate planning and human resources divisions,as necessary for efficient and effective audits.

13

CORPORATE GOVERNANCE REPORT

Status of appointment of Outside Audit &Supervisory Board Members
Number of Outside Audit & Supervisory Board
Members
Number of those designated as Independent Audit &Supervisory Board Members among the Outside
Audit & Supervisory Board Members

14

Outside Audit & Supervisory Board Members areappointed.
3
3

CORPORATE GOVERNANCE REPORT

Relationship with the company (1)NameAttributeabComing from othercompany
Kazuhiro Ishihara
Coming from othercompany
Yoji Morizumi
Certified public accountant*1: Selections representing the relationship with the company:

Relationship with the company (*1)
c d e fg
h I j klm

Yoshito Imaishi

a.
b.
c.
d.
e.
f.
g.
h.

△

Executing person of a listed company or its subsidiary.
Non-executing Director or accounting councilor of a listed company or its subsidiary.
Executing person or non-executing Director of a parent company of a listed company
Audit & Supervisory Board Members of the parent company of a listed company.
Executing person of a sister company of a listed company.
The person transacting businesses mainly with listed companies, or its executing person.
A listed company’s important business partner or its executing person.
Consultant, accounting expert or legal expert who receives a large amount of pecuniary or other property, besides remuneration
for Director, from a listed company.
i. Major shareholder of a listed company (or its executing person, if the major shareholder is a corporation).
j. Executing person of a business partner (the person himself/herself only) of a listed company (which does not fall under any of
the categories f, g or h).
k. Executing person of a party with which there is a relationship of mutual appointment of Outside Directors (the person
himself/herself only).
l. Executing person of a party (the person himself/herself only) to which a listed company makes donation.
m. Others

15

CORPORATE GOVERNANCE REPORT

Relationship with the company (2)Yoshito Imaishi

Independent
Audit &
Supervisory
Board
MembersKazuhiro Ishihara



Name

Supplementary explanation on
the items of conformity-

While Mr. Ishihara had beenworking for Mitsubishi Bank,
Ltd., the predecessor of ourmain bank, MUFG Bank, Ltd.
he resigned in January 2002 andtherefore our company
considers there is presently no
possibility of conflict of interest
with shareholders and he holds
independence.

16

Reasons for appointment

He has experience insupervising corporate
accounting at listedcompanies as General
Manager of the Finance andAccounting Department andauditing the execution ofbusiness by directors as an
Audit & Supervisory Board
Member. He was appointed
in the expectation that hewill fully perform his
auditing and supervisory
roles as Outside Audit &Supervisory Board Member
based on his extensive
experience and expertise.
He has knowledge andexperience in finance andaccounting acquired
through his experience ofworking for financial
institutions for a long timeand an extensive insight
into management gained
from his long-term
experience of serving as acorporate executive. Since
his appointment as Outside
Audit & Supervisory Board
Member of our company inMarch 2020, he has
provided appropriate advice
and performed the auditing
and supervisory roles
appropriately for the
execution of business tocontribute to improving
corporate value of ourcompany by utilizing his
insight from an objective
standpoint as Outside Audit& Supervisory Board
Member, which is thereason for his appointment.

CORPORATE GOVERNANCE REPORT

Yoji Morizumi-He has knowledge andexperience in finance andaccounting as a certified
public accountant. Since his
appointment as Outside
Audit & Supervisory Board
Member in March 2020, he
has provided appropriate
advice and performed theauditing and supervisory
roles appropriately for the
execution of business tocontribute to improving
corporate value of ourcompany by utilizing his
insight from an objective
standpoint as Outside Audit& Supervisory Board
Member, which is thereason for his appointment.
Although he has notexperienced the
management of thecompany except as Outside
Director or as Outside Audit& Supervisory Board
Member, we believe basedon the above reasons that heis capable of appropriate
execution of his duties as
Outside Audit &Supervisory Board Memberof our company[Matters related to Independent Directors / Audit & Supervisory Board Members]
Number of Independent Directors / Audit & 6
Supervisory Board Members
Other matters concerning Independent Directors / Audit & Supervisory Board Members
Criteria for the Independence of Outside Directors / Audit & Supervisory Board Members
1. The person does not fall under any of the categories mentioned below currently or for the period of recent
one year.
(1) Our company’s main business partner, or its executing person*1(2) The person transacting businesses mainly with our company, or its executing person*2(3) Consultant, accounting expert or legal expert who receives a large amount of pecuniary or other property,
besides remuneration for Director, from our company (or, if the party receiving such property is anorganization such as corporation or partnership, the person who is a member of such an organization)*3(4) Our company’s major shareholder or, if such a major shareholder is a corporation, the executing person of
the corporation*4(5) The party to which our company makes a large amount of donation (or its executing person, if the party
receiving such donations is an organization such as corporation or partnership)*5(6) Executing person of a party with which there is a relationship of mutual appointment of Outside Directors.
2. The person does not fall under the category of an executing person of our company or its subsidiary at present,

17

CORPORATE GOVERNANCE REPORTor the category of a person who was an executing person of our company or its subsidiary during the pastten years (or, however, during the ten years before assuming the position of non-executing Directors or Audit& Supervisory Board Members, if the person had assumed such a position at any time during the past ten
years).
3. Neither the person’s spouse, nor person’s relatives of the second degree of consanguinity fall under any of thefollowings during the past one year. This, however, applies only when such spouse or relative is “important”
for business partners*6(1) Parties referred to in (1) through (4) of above 1.
(2) Executing person of our company or its subsidiary.
4. In addition to the above, there is no particular circumstance that may cause conflicts of interest with generalshareholders, in such a manner that the person has continuous transaction relationship with our company.
5. Notwithstanding of the requirements of formality stipulated in the preceding subparagraphs, substantially, if
it is considered that there is no fear for occurrence of conflict of interest with general shareholders, we canrecognize the person’s independence through specifying the reasons for it.
*1 “Our company’s main business partner” shall mean our business partner which falls under any of thefollowings:(i) A purchaser or supplier, etc. of our company’s products the transaction value with which surpasses 2% of ourconsolidated sales in the most recent fiscal year.
(ii) A financial institution from which our company borrows funds, the balance of borrowings from whichsurpasses 2% of our consolidated total assets as of the end of the most recent fiscal year.
*2 “Person transacting businesses mainly with our company” shall mean a supplier, etc. of our company’s
products our payment to which surpasses JPY 10 mn and surpasses 2% of such business partner’s sales in
the most recent fiscal year.
*3 “Large amount” shall mean one of the followings depending on the provision of services by such consultant,etc. to our company.
(i) In case where the consultant, etc. is an individual, it will be called a large amount if the consideration it
received from our company surpassed JPY 10 mn annually in the most recent fiscal year.
(ii) In case where the consultant, etc. belongs to an organization such as corporation and partnership, and suchorganization provides service to our company, it will be called a large amount if the consideration such anorganization received from our company in the most recent fiscal year surpassed JPY 10 mn annually and
2% of such organization’s annual consolidated sales.
*4 “Major shareholder” shall mean a shareholder holding 10% or more of the voting rights (including both direct
and indirect holdings).
*5 “Large amount of donation” shall mean a donation of JPY 10 mn or more annually in the most recent fiscal
year.
*6 “Important” shall mean Director, executive officer and executing person ranking General Manager or aboveor, as to the accounting audit corporation or legal professional corporation, certified public accountant or
attorney belonging to such a corporation.
[Matters related to incentives]
Situation of implementation of measuresconcerning grant of incentives to Directors
Supplementary explanation on the relevant items

Introduction of the remuneration system linked withbusiness performance

For the incentives, please refer to the section I. 1 of this present report, “[Disclosure pursuant to the principlesof the Corporate Governance Codes] [Principle 3-1: Full Disclosure] 3. The policy on the determination by the
Board of Directors of remuneration for the management executives and Directors and related procedures.”
Parties eligible to be granted stock options
Supplementary explanation on the relevant items-

18

CORPORATE GOVERNANCE REPORT[Matters related to Directors’ remuneration]
Status of disclosure
Only a portion of remuneration is individually disclosed.
Supplementary explanation on the relevant items
Concerning the member receiving JPY 100 mn or more as a total of consolidated remuneration, etc., individual
disclosure is made in the Business Report and the Annual Securities Report. The Business Report and theAnnual Securities Report are open to the public in such ways as posting in our company’s Website.
Whether there is the principle for the amount ofYes
remuneration or the method of calculating the
remuneration
Details of the disclosure of the principle for the amount of remuneration or the method of calculating the
remuneration
Resolution was adopted at the Extraordinary General Meeting of Shareholders held on September 14, 2020, thatthe amount of remuneration for our Directors should not exceed JPY 500 mn as a limit of monetary remuneration
including bonuses. With regard to the stock-based remuneration, resolution was adopted at the Ordinary General
Meeting of Shareholders held on March 30, 2022 that the stock compensation to be granted subsequently subject
to the achievement of the performance targets (performance share unit) and the stock compensation to be granted
subsequently subject to the continuous engagement (restricted stock unit) would be utilized, that the total amountof monetary remuneration claims for the four fiscal years from the year ending December 31, 2022, to the year
ending December 31, 2025, for the delivery of our company's common stock to be delivered to Directors, etc.
shall be at maximum the amount (“Maximum Amount”) obtained by multiplying 160,000 shares of the ourcompany's common stock by the closing price of our company's common stock at the Tokyo Stock Exchangeon the business date preceding the date of our company's Board of Directors Meeting at which the resolution on
the issuance or disposition of such stocks was made (“Share Price upon Delivery”), and that the total number ofour company’s common stock to be delivered to Directors, etc. shall be at maximum 160,000 shares (“Maximum
Number of Shares”). Thereafter, the Maximum Amount shall be 120,000 shares multiplying by the Share Priceupon Delivery and the Maximum Number of Shares shall be 120,000 shares for every three fiscal years.
For the policies, etc., please refer to the section I. 1 of this present report, “[Disclosure pursuant to the principlesof the Corporate Governance Codes] [Principle 3-1: Full Disclosure] 3. The policy on the determination by the
Board of Directors of remuneration for the management executives and Directors and related procedures.”[Supporting system for Outside Directors (Outside Audit & Supervisory Board Members)]
Centering at the matters for discussion placed at the Board of Directors Meeting, information necessary for
performance of duties will be provided as required in an appropriate and timely manner so as to improve thedeliberation at the Board of Directors Meeting.
At the same time, Audit & Supervisory Board Members shall have the right to instruct the staff members of theinternal audit division to support the auditing business as the assistant for the service.

19

CORPORATE GOVERNANCE REPORT[Status of persons who retired as Representative Director and CEO, etc.]
Work status andConditions
Position(Full-time/
Name
Duties/ TitlePart-time,
Remunerationetc.)
Jun-ichi Adviser 1. Advice to the management
Part-time,Miki
2. Other work approved or
remuneration
directed by management, whichavailable
may contribute to our company
Total number of Adviser such as former CEO etc.

Date ofresignationby the CEO,etc.
March 30, 2022

Term of
OfficeRenewedfor one year

1

2. Matters related to the functions of business execution, audit/supervision, remuneration determination, etc. (outlineof the current corporate governance system)(i) Board of Directors
The Board of Directors which consists of seven members (including four Outside Directors) formulates thefundamental principle of management, formulates medium-term management plan, formulates the basic policy
for the business portfolios, constructs the internal control system and others, as well as makes decisions onimportant managerial matters stipulated by laws, Articles of Incorporation, internal rules, etc. and supervises the
Directors’ performance of business management. The Board of Directors holds a meeting regularly on a monthly
basis and, when there are matters requiring emergency resolution, holds extraordinary meetings or written
resolution.
(ii) Audit & Supervisory Board
The Audit & Supervisory Board consists of three Audit & Supervisory Board Members (including three Outside
Audit & Supervisory Board Members) and holds a meeting regularly on a monthly basis. The Audit &Supervisory Board meeting formulates the plan for Audit & Supervisory Board Members audit and the reporton the Audit & Supervisory Board audit and, in addition, a report is made on the implementation of audit basedon the audit plan mainly by full-time Audit & Supervisory Board Members and discuss matters concerning theBoard of Directors’ matters for discussion. In addition, as required, the Audit & Supervisory Board holds,
extraordinary meetings. Besides, in order to grasp the process of decision-making on important matters as wellas the situation of performance of duties, Audit & Supervisory Board Members attend important internal
meetings other than the Board of Directors Meetings and, in addition, are endeavoring to supervise the Directors’
business performance by such ways as to visit subsidiaries for inspection.
(iii) Nomination and Remuneration committee
A voluntary Nomination and Remuneration committee, the majority of which are Independent Directors, isformed to ensure transparency and fairness in appointment/dismissal of Directors and Audit & Supervisory
Board Members as well as CEO and executive officers, along with determination of remuneration.
(iv) Risk Management and Compliance Committee
The Risk Management and Compliance Committee, which consists of CEO, Executive Directors, executive
officers, the Group’s key executives, and Audit & Supervisory Board Members, reports matters that are
particularly important in terms of risk management or compliance, and disseminates and approvescountermeasures therefor.
(v) Board of Executive Officers
The Board of Executive Officers, which consists of all executive officers, decides on matters to be submitted to
the Board of Directors and important matters in business execution, and shares important information.
(vi) Sustainability Promotion Committee
The Sustainability Promotion Committee, which consists of all executive officers, as a supplementaryorganization to the Board of Executive Officers, promotes our company’s activities designed to enhancesustainability that incorporates the ideas of ESG and SDGs, and makes regular reports to the Board of Directors
so that it can ensure the supervision of such sustainability initiatives from the business management side.
(vii) Agreements for limiting responsibilities
Based on the provisions of the Articles of Incorporation and Article 427 of the Company Law, we have

20

CORPORATE GOVERNANCE REPORT

concluded with all the Directors (excluding Executive Directors) and Audit & Supervisory Board Members theagreement that, concerning the responsibility for damages stipulated in Article 423-1 of the Company Law, if
they perform duties in good faith and there are no gross negligence, the maximum compensation for the damage
shall be the minimum liability provided for by the laws.
3. Reasons that we have selected the current corporate governance system
We have selected the style of a Company with an Audit & Supervisory Board so as to ensure appropriate andproper performance of duties through the supervision by Directors and the audit conducted by Audit &Supervisory Board Members who have a wide-ranging investigation authority. In addition, we have installed
the Nomination and Remuneration committee to complement the Board of Directors to ensure transparency andfairness in important personnel affairs.
III. Implementation of measures concerning shareholders and other stakeholders
1. Our engagement for vitalization of the General Meetings of Shareholders and for facilitating exercise of voting
rightsSupplementary explanation
Early distribution of
In order to allow shareholders to secure time sufficient for examining the bills of thethe Notice of General General Meeting of Shareholders and to properly exercise their voting right, we will
Meeting of
endeavor to send our notice of the meeting earlier than legally required. In addition,
Shareholders
prior to distribution of such notices, we post the contents in the Websites of the stock
exchange and that of our company.
Setting the day of the Since our company closes accounts in December, we will not hold the General
General Meeting of
Meeting of Shareholders on the days on which a number of Shareholders’ Meetings
Shareholders
are held concentratedly.
avoiding theconcentration dates
Exercise of voting
rights by electronic
methods
Engagement for
improving theenvironment for
institutional
investors’ exercise of
voting rights
including ourparticipation in theplatform forelectronic exercise of
voting rights
Provision of(summary of) the
Notice of General
Meeting of
Shareholders in
EnglishOthersWe introduce the system for exercising voting rights by an electronic method.

Taking the percentage of institutional investors into consideration, we are planning tostudy the possibility of participating in the platform for electronic exercise of voting
rights.

We post English-language convocation notices of meeting in our Website as and theplatform for electronic exercise of voting rights.

From the Annual General Meeting of Shareholders held in March 2021,
we started live video streaming of General Meeting of Shareholder (hybrid
participation-type virtual General Meeting of Shareholder) online.

21

CORPORATE GOVERNANCE REPORT

2. Activities in relation to the IR
Supplementary explanation
Preparation anddisclosure of thedisclosure policy
Regular holdingof explanatory
meetings foranalysts andinstitutional
investors
Regular holdingof explanatory
meetings foroverseas
investors
Posting the IRrelated materials
in our Website

Installment of adivision (person
in charge) relatedwith the IR
activities
OthersWhether there will be
an explanation by the
representative

We disclose it in our Website.

We hold explanatory meetings on our business results foranalysts and institutional investors on a quarterly basis.

Yes

We conduct individual interviews with institutional investors inNorth America, Europe, and Asia on a quarterly basis.

Yes

We establish an IR site within our Website so that we post oursummary of accounts, materials to be used at the explanatory
meetings on business results, securities reports, quarterly
reports, materials for timely disclosure, Q&A summary andmovie/audio of financial results briefing, etc.
We install IR Office as a division in charge of IR.

We have provided our policy for constructive dialogs withshareholders as follows:
Policy for Constructive Dialogs with Shareholders, etc.
(Administration of dialogs with shareholders, etc. and theinternal system)
The officer who is in charge of the division engaging in the IR
shall administrate all the aspects of the dialogs withshareholders, etc. so that the constructive dialogs withshareholders, etc. will be realized. If a shareholder, etc.
requests individual dialogs, interviews with CEO, other
Directors (including Outside Directors), Audit & Supervisory
Board Members and executive officers may be held, if
necessary, taking into consideration the shareholder’s desire andmain interest with the division engaging in the IR at the center.
The division in charge of the IR will act as the liaison for the
dialogs with shareholders, etc. and will cooperate with the
Corporate Planning Division, Finance Division, Sales Divisionand others to realize the fulfilling dialogs.
(Engagement related to improvement of dialogs)
In addition to the General Meetings of Shareholders andindividual dialogs with shareholders, we will hold explanatory
meetings on business results on a quarterly basis andexplanatory meetings for individual investors, and visit on acertain cycle overseas institutional investors, in an attempt to22

CORPORATE GOVERNANCE REPORT

promote understanding of our managerial strategies as well as
business plans with medium- and long-term viewpoints.
We will disclose in our Website our management plan,
explanatory materials to be used at explanatory meetings on
business results, etc.
(Feedback to the people in the company)
We will feed back the useful opinions, interest, concerns, etc.
which we gather through the dialogs with shareholders, etc. to
the Board of Directors or the management executives and reflect
them properly in our company’s business management.
(Management of the insider information)
We will strictly manage the insider information based on ourinternal rules and will not refer to it when having dialogs withshareholders, etc. We will refrain from making responses to thequestions about our business results or any comment on them,for the period from the day following the date of quarterly
closing of accounts to the day of business results announcement.
3. Our engagement concerning the respect of the stakeholders’ standpoint
Supplementary explanation
To provide for the
Our company has formulated “The Roland Way” which summarized the common
respect of theprinciples for realization of our corporate philosophy, including the corporate stance,stakeholders’
the codes of conducts which Directors / Audit & Supervisory Board Members, officers
standpoint byor employees of our Group should bear in mind, and the basic views on the activities
internal rules, etc.
in respective functions of development, marketing, etc. as well as vitalization ofhuman resources, as the attitude toward realization of our corporate philosophy.
In addition, we have formulated the “Roland Group Compliance Guidelines” whichshows the specific actions for the Directors, officers and employees to take by which
the Roland Group can maintain among the shareholders its reputation for integrity andquality.
Roland Group Compliance Guidelines:
https://www.roland.com/global/sustainability/compliance_guideline/
By instilling these, we realize sincere corporate behavior for all stakeholders
surrounding Roland Group.
Implementation of
Our view and efforts in regard to general matters on the sustainability, including
the environment
environment protecting activities and CSR activities, are described in [Supplementary
protecting activities,
Principle 3-1 [3]: Efforts made for the sustainability].
CSR activities, etc.
For the details of our activities for environment protecting and social contribution of
the above, please refer to the following Website.
For "environment"：
https://www.roland.com/global/sustainability/environment/
In "society"：https://www.roland.com/global/sustainability/society/
Formulation of
In order to make the business management even more transparent, we make timely
principles
and appropriate disclosure to each stakeholder based on the rules provided for by theconcerning provision Tokyo Stock Exchange and the Financial Instruments and Exchange Law.
of information to
stakeholders, etc.

23

CORPORATE GOVERNANCE REPORT

IV. Matters concerning the internal control system, etc.
1. Basic view on the internal control system and how it has been arranged<Basic policy on the internal control system>
1． The system to ensure that the execution of duties by the Directors of our group and employees conforms
with laws, regulations and articles of incorporation(1) We formulate the “Roland Group Compliance Guideline”, which is the basic guiding principle forobservance of the compliance in our group and make it known to everyone in the group aiming at overall
observance of laws and regulations.
(2) The Risk Management / Compliance Committee, consisting of our executive officers, Audit & Supervisory
Board Members, and major subsidiaries executives, shall be formed to promote Group-wide compliance,
including the formulation of compliance promotion plans for the entire Group and the identification of priority
management laws and regulations for the entire Group. In addition, we will establish compliance promotion
officers in each region of the Group, and these officers will formulate and implement compliance promotion
plans in accordance with the policies of the Risk Management / Compliance Committee in accordance with theactual conditions of each region. Through these efforts, we promote compliance throughout the Group.
(3) We establish an internal reporting system in our company so that a suspicion may be conveyed regarding theviolation of laws or regulations, or wrongdoing by the management or employees of our company, or the actions
which may lead to such conduct and, at the same time, we establish the global internal reporting system sothose employees of subsidiaries may report their suspicion about the violation of laws or regulations, or
wrongdoing, etc., aiming at increasing the clean-itself-up function of the entire Group.
(4) The internal audit division of our company takes charge of the audit of the entire Group of our company and,at the same time, reports to the Board of Directors and to the Audit & Supervisory Board every year on the planand result of its internal audit so as to increase the effectiveness of the internal audit of the entire Group of ourcompany
through promoting collaboration between the Board of Directors /Audit & Supervisory Board and the internal
audit division.
2． The system concerning the preservation and management of information concerning the Directors’ executionof their duties(1) The information about the Directors’ execution of their duties, including the minutes of such important
meetings as the General Meeting of Shareholders and the Board of Directors Meetings as well as theauthorization memoranda, is made into documents and preserved and managed based on the laws and regulations
as well as internal regulations such as the “Document Storage Regulations”.
(2) Directors and Audit & Supervisory Board Members of our company may peruse such documents, in casewhere it is necessary for performance of their duties.
3． Regulations and other systems concerning the management of the risk of losses of our Group(1) We build an appropriate management system against various types of risk surrounding our Group, by laying
down the “Fundamental Regulations for Risk Management”.
(2) The Risk Management / Compliance Committee formulates the policy on the measure for the risks covering
our Group by analyzing and assessing the probability of occurrence and the degree of influence. Major risks arereviewed regularly by the Board of Directors Meetings to manage risk for the entire Group of our company.
(3) With regard to the risk about which the possibility of occurrence of losses has surfaced, we verify thecountermeasures and make the measures for prevention of recurrence be known to everyone at the Board of
Executive Officers consisting of our executive officers, based on the reports from our executive officers andfrom our subsidiaries.
(4) In an emergency, CEO forms the responding organization as the chief administrator in the crisis management
system, and grasps the situation and takes appropriate steps based on the business continuity plan prescribed inadvance.
4． The system to ensure the efficient performance of duties of Directors of our Group(1) Our company adopts the executive officer system so that we can keep the number of Directors to a small one
to further improve the quality of discussion at the Board of Directors Meeting and can rapidly make a decision.
(2) The Board of Directors holds the meeting once a month in principle to decide on the matters related todetermine the fundamental principles and strategies for the group management, to the execution of important

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CORPORATE GOVERNANCE REPORT

businesses and to supervise the Directors’ execution of their duties.
(3) Our company formulates our Group’s medium- and long-term business plan as well as annual plan at theBoard of Directors. Our company and its subsidiaries perform the businesses according to such plans, and review
regularly the progress of implementation.
(4) Our company appoints an executive officer for each one of the functions to build the system which allows
to manage and supervise the execution of businesses of the entire Group including subsidiaries by each function,
so that we can operate the group management efficiently.
(5) Authorization for approval of the matters concerning our company is clearly stipulated in the “Regulations
for Approval”. In addition, from among the matters concerning subsidiaries, the matters which require approvalof our company are clearly stipulated in the “Regulations for Management of Affiliates”. By doing so, it is aimed
at that the responsibility about the decision-making for the entire Group of our company will be specified andthe performance of duties will become more efficient.
5． The system concerning the reports to our company on the subsidiary Directors’ execution of their duties(1) In the “Regulations for Management of Affiliates”, we specify the matters concerning the subsidiary
operation, including business results and financial status of subsidiaries, and the matters which may affect theGroup, such as the occurrence of risk, as the matters on which reports should be made by the subsidiaries to therelevant division of our company, and we make it thoroughly known to everyone in the Group.
(2) The corporate planning division of our company supervises to confirm whether the reports from subsidiaries
are made accurately and appropriately, and continues improvement of the reporting system and giving guidance
about it.
6． The system to guarantee the effectiveness of the audit by Audit & Supervisory Board Members(1) Audit & Supervisory Board Members may instruct the personnel of the internal audit division of ourcompany to assist in the auditing business as an assistant to his/her business.
(2) Personnel assessment, appointment, and personnel change of the personnel of the internal auditing division
shall be subject to the agreement by Audit & Supervisory Board Members, to ensure the independence from
Directors.
(3) When a member of the personnel of the internal auditing division assists Audit & Supervisory Board
Members in performing duties, he/she will exclusively obey Audit & Supervisory Board Members’ instructions
and command.
(4) Audit & Supervisory Board Members may at any time as required request Directors or employees of ourcompany or its subsidiaries to report to him/her.
(5) If there are any actions which are (or may possibly be) in violation of laws, regulations or articles ofincorporation, or facts which may possibly cause the company significant losses, a report will immediately bemade to Audit & Supervisory Board Members.
(6) If a report is made in the internal reporting system, the fact of a report has been made and its contents will
be reported to Audit & Supervisory Board Members.
(7) Our company arranges the system so that the person who has reported to Audit & Supervisory Board
Members or used the internal reporting system will not be treated or handled improperly.
(8) We will form a budget in advance to cover the expenses that are necessary for performing duties of Audit &Supervisory Board Members and, if expenses arise in an emergency for performing the auditing business or
being paid temporarily, the company defrays them.
(9) Audit & Supervisory Board Members may attend the important, internal meetings and express his/her
opinion.
(10) Audit & Supervisory Board Members shall hold meetings regularly, or as required, with President toexchange views, etc. concerning important subjects in connection to auditing.
(11) Audit & Supervisory Board Members shall hold meetings regularly with the accounting auditor to exchange
views, etc. concerning matters related to accounting.
2. Basic views on the elimination of antisocial power and how it has been arranged(1) Basic views
Our company’s basic principle is to take a dauntless attitude against the antisocial power and will have no
relationship and no deals with it.

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CORPORATE GOVERNANCE REPORT(2) How it has been arranged[1] In the “Roland Group Compliance Guidelines”, the basic principle mentioned above has been stipulated as
one of the behavioral standards, which has been made known to every Directors / Audit & Supervisory Board
Members, officer and employee. In addition, as internal rules, we have established “Rules for Elimination ofAntisocial Power” and “Gist of the Implementation of the Rules for Elimination of Antisocial Power” to arrange
the system for the exclusion of the deals with antisocial power and, at the same time, we make checks to confirm
that the counterparty of a transaction is not the antisocial power.
[2] We have assigned the person in charge of preventing unreasonable demand in the Corporate Affairs Dept.,
which is the department to supervise the responses to unreasonable demand and made a notification to the public
safety commission.
[3] We have participated in the Shizuoka Prefecture Council on Measures to Protect Corporations, which has
been established for the purpose of protecting corporations, and are endeavoring to collect information on andobtain knowledge of the antisocial power with the division in charge of response at the center, and, at the sametime, if a case of unreasonable demand, etc. occurs, our system will enable us to report to and consult with theCouncil, police, National Center for the Elimination of Boryokudan and lawyers promptly.

V. Others
1. Whether Anti-takeover measures have been introduced
Introduction of Anti-takeover measures
No
Supplementary explanation on the relevant items
2. Other matters concerning the corporate governance system, etc.
-

26

CORPORATE GOVERNANCE REPORT[The schematic depiction (reference material)]

27

CORPORATE GOVERNANCE REPORT[Outline of the timely disclosure system (the schematic depiction)]
Disclosure to the public

Disclosure to
the public

Board of Directors

Reporting

Representative
Director

ReportingApproval of
disclosure

Repoting

Approval of
disclosure

Information Handling Officer

Sharing

Reporting
Division in charge of
disclosure

Analysis andjudgment

ReportingInformationcollection

Cooperrative preparation ofmaterials for disclosure

Provisional judgment by the division in charge
as to whether disclosure is necessary

Preparation for financial results,
etc.

Division in charge

Finance division

Decision bycompany

Fact occurred
for company

Information on
business results

28

Reference toexternal expartsas required

Comparison withthe timely
disclosuresystem