Corporate Governance Report
Last Update: July 1, 2024

The Chiba Bank, Ltd.
Tsutomu Yonemoto, President
Contact: Planning Department, Corporate Planning Division
Securities Code: 8331
https://www.chibabank.co.jp/english/
The corporate governance of The Chiba Bank, Ltd. (“the Bank”) is described below.

I.

Basic Stance on Corporate Governance, Capital Structure, Corporate Profile, andOther Basic Information

1. Basic Stance
The Bank bases all of its corporate activities on “The Chiba Bank Group's Corporate Code of Conduct,”which includes “establishing unwavering trust,” “providing high quality financial services,” “contributing to
the regional economy and society,” “thorough compliance with laws, rules and other fundamental principles,”“transparent management,” “respect for human rights,” “Responsibility for the realization of the sustainable
society,” “opposition to antisocial forces and prevention of money laundering.” Under the medium term
management plan “Engagement Bank Group – Phase 1 –” (FY2023-FY2025), the group governance ispositioned as one of the value creation bases, and we are working to advance the level of corporate
governance.
The Bank shall abide by and achieve these principles as it strives to further strengthen and enhance
corporate governance, thereby contributing to realizing sustainable regional communities through appropriate
cooperation with diverse stakeholders, while achieving sustainable growth and enhancing corporate value
over the medium- to long-term.
The Policy on Corporate Governance is posted on the Bank’s website.
(https://www.chibabank.co.jp/english/corporate/governance/pdf/20190701_01.pdf)[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Bank complies with all of the principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1.4] Cross-shareholdings•
Policy on Cross-shareholdings
The Bank’s basic policy is to maintain the shares that are recognized for a meaningful rationale to hold on alimited basis as cross-shareholdings, such as contributing to the development of the regional economy and theenhancement of the bank's corporate value through the maintenance and advancement of favorable
relationships with clients as regional financial institution, while reducing overall cross-shareholdings after
having sufficient dialogue with clients, etc. from the perspective of controlling the risk of holding shares andcapital efficiency, etc.
The quantitative effect of holding listed shares is determined using indicators that are calculated bydeducting deemed reserves and capital costs for such shareholdings from the profit from loans and deposits,
fees and commissions, and dividend income for each business partner. The Board of Directors verifies thevalidity of the rationale for cross-shareholdings every year based on the economic rationale ofcross-shareholding for each issuer of the cross-held shares and projections of future share value, taking into
consideration the financial structure and the business performance of the issuers of the cross-held shares.
For the current fiscal year, validations were made using March 31, 2024 as the base date.
•

Reduction in Cross-shareholdings
In FY 2023, the Bank reduced by 24 clients and 25.5 billion yen (acquisition costs). As of the end of March
2024, the balance sheet amount (market value) of cross-shareholdings was 201.6 billion yen, accounting for17.06% of total equity (consolidated net assets).
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* The Bank classifies shares "exclusively for the purpose of benefiting from changes in the share value or
dividends on the share" as pure investment shares. Of the shares held as cross-shareholdings, those nolonger recognized as having the above meaningful rationale to hold are changed to pure investment shares
while being held until sold.
The shares that are no longer held for cross-shareholdings and are held until sold after changing the
purpose of holding to pure investment shares are also included in the reduction results ofcross-shareholdings.
The Bank intends to sell the shares held for pure investment purposes that have changed the purposeof holding from cross-shareholdings to pure investment purposes gradually after discussing the specifictiming of sale with clients, etc., taking into consideration the market environment and the impact on the
Bank's overall profit plan of the capital gain expected at the time of sale and the income from dividends
earned from the shares. In addition, the Board of Directors verifies the status of holding and selling shares
whose purpose of holding has been changed from cross-shareholdings to pure investment.
•

Standards for Exercising Voting Rights
When exercising voting rights for cross-held shares, the Bank decides whether to vote for or against
proposals in a comprehensive manner, from the perspective of enhancing the corporate value of the Bank andthe issuer of those shares, taking account of the status of governance at the issuer. For important proposals
shown below, which may have significant impact on the medium- to long-term enhancement of corporate
value of the issuer of cross-held shares and the economic interests of the Bank, the Bank engages in dialogue,
etc. with the issuer as required to decide whether to vote for or against those proposals.
Proposal for appropriation of surplus (when appropriation significantly lacks balance with financial
soundness and retained earnings)
Proposal for revising Directors' remuneration
Proposals for the election of Directors and Audit & Supervisory Board Members, and proposals forthe payment of retirement benefits (on occasions where scandals occur at the issuer or the issuer hasposted an operating loss for certain consecutive periods, etc.)
Proposals for organizational restructuring
Proposals for takeover response policy, etc.
[Principle 1.7] Related Party Transactions
The Bank has set forth the following procedures to prevent transactions between the Bank and Directors,
etc. of the Bank from harming shareholders’ interests.
In accordance with the Bank’s Board of Directors Regulations, the Bank requires Directors to obtain priorapproval of the Board of Directors for competitive transactions by Directors and important transactions
between the Bank and Directors.
After the completion of such transactions, the Board of Directors receives reports of the results of thetransaction and monitors the status thereof.
[Supplementary Principle 2.4.1] Ensuring Diversity in the Promotion of Core Human Resources•

Approach to Ensuring Diversity
Diversity in human resources is also essential within the Group in order to respond to the diverse
thoughts of each customer and contribute to their realization. We are working to enhance job satisfaction bycreating an organization in which diverse human resources can play an active role through the promotion ofdiversity, by developing human resources for employees to have specialized fields, and by recruiting
externally, etc.
In addition, we are expanding support systems and promote awareness and behavior change aimed at
utilizing a wide variety of human resources, including women, people from different countries, andmid-career recruits, through the establishment of new forms of employment that are not perceived by existing
work schemes and remuneration, as well as the review of the personnel evaluation system. This will lead tomeasures that contribute to the sustainable growth of the Bank.
• Targets and Status of Promotion of Women to Management Positions
The Bank have set numerical targets for the promotion of women and made up the plan in promoting anddeveloping motivated and capable women. Through various training programs aimed at supporting careeradvancement, mentor systems, networking support, and follow-up through individual interviews, we areworking to foster women's motivation to expand their job fields and develop their abilities. In addition, we arepromoting awareness and action reforms through various training and incorporation into evaluation items in-2-

order to review unconscious bias and other the perception of gender division of roles among managers,
including general managers.
[Status of promotion of women in the Bank] As of July 1, 2024
Three of the nine Directors are women. (First internal female Director appointed in June 2021)
There are one female Executive Officers concurrently serving as General Manager, three female
General Managers, and 123 female employees in positions such as branch General Manager andSenior Deputy General Manager.
- Number of women in leadership positions or higher is 590 (ratio of women: 29.4%).
Since July 2, 2021, we have formulated a new action plan for the promotion of women, and we will continue
to promote women.
Percentage of women in leadership positions or higher: Current 29.4% (as of July 1, 2024), Target: 30% or
higher, Date of achievement: July 1, 2026
* “Leadership positions” refer to employees who share organizational responsibilities in their roles as
managers of their assigned operations. These employees are in positions supervising subordinates or holdan equivalent post.
The difference in the wages of men and women full-time employees is that when the average annual
wage of men full-time employees is set at 100%, the average wage of women employees is 68.3%.
In the Bank Group, there is no difference in wages or other treatment between men and women forthe same role. However, there is a wage gap between men and women resulting from the high ratioof men for employees ranked above the leadership positions. In order to eliminate these differences,
we have set numerical targets for the ratio of women in leadership positions and above, and areworking to promote the active participation and promotion of women.
•

Targets and Status of Promotion of foreign nationality staffs to managerial posts
The Bank employs foreign human resources, primarily at three overseas branches and three representative
offices. Currently, 37 employees (4 domestic and 33 overseas), of whom nine are in management positions(nine overseas) (as of July 1, 2024). In 2004, we appointed foreign nationality manager to the position of
London Branch General Manager. In addition to promoting the active participation of foreign nationality
staffs for some time, we have dispatched foreign nationality staff to Japan and hired new graduates with theaim of creating a corporate culture that creates new ideas by accepting diverse human resources. The ratio ofmanagers in foreign nationality at overseas locations is 47.3% (as of July 1, 2024). We will work to ensure
diversity in FY2024 and beyond with the aim of maintaining or improving the current level.
• Targets and Status of Promotion of mid-career recruits to managerial positions
Against the backdrop of the rapidly changing era, including advances in digital technology, it is extremely
important to secure highly specialized human resources in order to aim to become a new financial company
group that transcends the framework of existing banks. Each year, we formulate a mid-career recruitment planand recruit mainly IT and digital divisions and other specialist human resources. Currently, there are 312
mid-career employees, of whom 89 are managers, and the current ratio of managers in mid-career recruits
among all employees is 7.2% (as of July 1, 2024). In FY 2024 and beyond, we will work to ensure diversity
with the aim of maintaining or improving the current level.
• Human Resource Development and Internal Environmental Improvement for Securing Diversity, Policy,
and Implementation Status
The Bank Group's most important management capital is "human resources," and we believe that thegrowth of "human resources" is essential for the Group's sustainable growth. Our aim is to create a virtuous
cycle in which the growth of human resources enables us to provide social value to our customers, which inturn leads to the sustainable growth of regional communities and the Bank Group, and the profits generated
from this will once again become an investment in human resource development.
In addition, we are conducting specific activities to resolve social and environmental issues in order torealize sustainable regional growth for the materiality of the five fields identified in the Chibagin Group
Declaration on SDGs established in May 2019. One of these materiality issues is "Promote diversity and work
style reforms." We are working to utilize diverse human resources and realize work style reforms.
Please refer to " III. Implementation of Measures for Shareholders and Other Stakeholders,” “3. Measures
to Ensure Due Respect for Stakeholders" described below regarding details of human resources development
policy and internal environmental policy.

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[Principle 2.6] Roles as Asset Owner of Corporate Pension Fund
The Bank has established a corporate pension fund (the “fund”) to conduct management, payment, andother related administration of pension assets related to the defined benefit pension plan.
The Bank allocates personnel with professional experience of asset management to the Fund Secretariat sothat the fund can perform functions expected of an asset owner, such as deciding on concrete management
methods and proactively considering risk control, etc.
Important matters such as modifications of terms, the budget for each fiscal year, business reports, financial
reports, and management of the pension fund are decided by resolutions of the fund’s Board ofRepresentatives consisting of members selected by the employer (the Bank) and those chosen by thebeneficiaries, each accounting for half of the Board, to appropriately control conflicts of interest between thebeneficiaries of the corporate pension fund and the company. In addition, the Bank has established a system toensure appropriate management of the pension finances by taking measures including deliberating theallocation of portfolio assets, strategies for newly added funds, and other matters at the Asset Management
Committee, which consists of persons with expertise in human resources, finance, risk management, market
operations, etc. The fund has announced that it accepts the Japanese Stewardship Code, and requires thatinvestment trustees strive to increase the corporate value of investee companies and increase medium-to
long-term investment returns in accordance with the Code.
[Principle 3.1] Enhancing Disclosure(i) Basic management policy and management strategy•
Basic management policy
The Chiba Bank Group believes that “providing societal value by contributing to the resolution of regional
issues” is what we should commit to. In order to align its views with the Bank’s stakeholders, which include
customers, shareholders, and employees, as well as continue to be a close presence for each person andcompany within the local community and “a place where our stakeholders’ hopes can come to life”, Chiba
Bank has made its core purpose “to create a local community better suited to bringing each person’s hope tolife”. For this purpose, the Bank Group aims to achieve a corporate vision of “an Engagement Bank Group
that works closely with the community”, while Chiba Bank will strive to provide social value to the region byrefining its existing business initiatives, and taking on challenges in new business areas.
•

Medium term management strategy
Under the Mid-term plan for the planning period from FY2023 to FY2025, “Engagement Bank Group –Phase 1 –,” the Chiba Bank Group has established a set of operational guidelines “the evolution of thecustomer-focused business model”.
Under the three basic policies of "Creating the optimal customer experience," "Enhancing the quality ofexisting businesses," and "Providing new value," while strengthening the value creation bases in the five areasof "DX," "GX," "Alliances," "Human Capital," and "Group Governance," the Bank Group's officers andemployees are united in implementing various strategies and measures.
Details of the Mid-term plan are posted on the Bank’s website.
https://www.chibabank.co.jp/english/corporate/plan/(ii) Basic stance and basic policy on corporate governanceThe basic stance on corporate governance is described in “I 1. Basic Stance” in this report. In accordancewith the Basic Stance, the Bank positions establishment of appropriate supervisory systems and efficientbusiness execution structure as its basic policies.
(iii) Policy and procedures for determination of remuneration
1. Basic concept
While emphasizing its soundness as a financial institution, the Bank adopt a system of executive
remuneration that contributes to the enhancement of management awareness and business performancethrough further sharing of value with shareholders.
The remuneration plan for Directors and the percentage of remuneration by type are considered by the
Nomination, Remuneration and Corporate Advisory Committee, the majority of which comprise independent
Outside Directors, as appropriate in response to changes in the business environment, with reference tocompanies of similar size to the Bank and related industries and business categories.
In order to ensure transparency, fairness, and rationality, the remuneration for Directors is determined by
the Board of Directors in accordance with the remuneration rules determined by the Board of Directors after-4-

the deliberation by the Nomination, Remuneration and Corporate Advisory Committee.
Please refer to [Director Remuneration] described in this report regarding policies for determining thecompensation structure, content, and the content of individual director compensation.
(iv) Policies and procedures for appointment and dismissal of senior managements and nomination ofcandidates for Directions and Audit & Supervisory Board Members•
Selection of candidates for internal Directors (meaning Directors other than Outside Directors; the same
shall apply hereafter.)Candidates for internal Directors are determined by the Board of Directors, following deliberations by the
Nomination, Remuneration and Corporate Advisory Committee, the majority of which comprise independent
Outside Directors, based on the President’s recommendations of persons who, based on a deep understandingof the Bank’s basic management policy, possess knowledge and experience to enable the appropriate, fair, andefficient execution of bank business management, as well as sufficient social trust, with the aim of achieving
our management strategy.
Representative Directors are determined by the Board of Directors following deliberations by the
Nomination, Remuneration and Corporate Advisory Committee on persons suitable for representing the Bank
selected from among internal Directors based on the 14 criteria for a representative Directors. In the event of
occurrence of a serious obstacle to the execution of duties as a Representative Director or when a
Representative Director falls under reasons for disqualification*, dismissal of such Representative Director
shall be determined by the Board of Directors following deliberations by the Nomination, Remuneration andCorporate Advisory Committee.
*Reasons for disqualification- The Representative Director is deemed to have a relationship with antisocial forces- The Representative Director is deemed to have violated laws, regulations, or internal regulations•

Nomination of candidates for Outside Directors
Candidates for Outside Directors are determined by the Board of Directors, following deliberations by the
Nomination, Remuneration and Corporate Advisory Committee, the majority of which comprise independent
Outside Directors, based on the President’s recommendations, taking into account the skills matrix, of persons
who possess specialist knowledge and experience mainly in areas other than the Bank’s business operations
and are deemed capable of contributing to the Bank’s sustainable growth and corporate value enhancement
over the medium to long term based on their insights.
•

Nomination of candidates for Audit & Supervisory Board Members
Candidates for Audit & Supervisory Board Members are determined at a meeting of the Board of Directorsthat is participated by independent Outside Directors, following deliberations by the Nomination,
Remuneration and Corporate Advisory Committee and consent by the Audit & Supervisory Board, based on
the President’s recommendations of persons who possess knowledge and experience to enable the appropriate,
fair, and efficient performance of audits on the execution of duties by Directors, as well as sufficient social
trust.
(v) Reasons for Appointment and dismissal of senior managements and selection, dismissal and nominationof candidates for Directors and Audit & Supervisory Board Members•
Candidates for Directors (elected as Directors at the 118th Annual General Meeting of Shareholders heldon June 26, 2024)
Tsutomu Yonemoto (Re-nominated)
Tsutomu Yonemoto has been a Director since June 2017 and has also been President since June 2021. He has
the knowledge and experience necessary to perform the business administration of a bank in an appropriate,
fair and efficient manner. As he has properly executed the duties of Director, the Bank has re-nominated him
as a candidate for Director.
Kiyomi Yamazaki (Re-nominated)
Kiyomi Yamazaki has served in various important positions within the Bank, including General Manager ofthe Business Promotion Division, General Manager of the Chuo Branch and Keisei-ekimae Branch, andGeneral Manager of the Head Office and Saiwaicho Sub Branch, and has been a Director since June 2021.
This has given him the knowledge and experience necessary to perform the business administration of a bank-5-

in an appropriate, fair and efficient manner. The Bank has thus re-nominated him as a candidate for Director.
Mutsumi Awaji (Re-nominated)
Mutsumi Awaji has served in various important positions within the Bank, including General Manager of theRegional Revitalization Division and General Manager of the Corporate Business Division, and has been a
Director since June 2021. This has given her the knowledge and experience necessary to perform the businessadministration of a bank in an appropriate, fair and efficient manner. The Bank has thus re-nominated her as a
candidate for Director.
Takashi Makinose (Re-nominated)
Takashi Makinose has served in various important positions within the Bank, including General Manager of
the Corporate Planning Division, General Manager of the Hong Kong Branch and General Manager of the
Human Resources Division, and has been a Director since June 2023. This has given him the knowledge andexperience necessary to perform the business administration of a bank in an appropriate, fair, and efficientmanner. The Bank has thus nominated him as a candidate for Director.
Masayasu Ono (Re-nominated)
Masayasu Ono has served in various important positions within the Bank, including General Manager of theCompliance Division and General Manager of the Corporate Planning Division within the Bank, andPresident and Representative Director of its subsidiary in the Group, Chibagin Market Co., Ltd. In addition,
he has been a Director since June 2023. This has given him the knowledge and experience necessary to
perform the business administration of a bank in an appropriate, fair, and efficient manner. The Bank has thus
nominated him as a candidate for Director.
Yuko Tashima (Re-nominated)
Yuko Tashima has a high level of expertise as an attorney at law and experience as an Outside Director atother companies as well as in government positions including as a member of the Financial System Councilof the Financial Services Agency. The Bank determined that its corporate value would increase over the midto long-term through the further enhancement of the decision-making and supervisory function of the Boardof Directors achieved by leveraging her knowledge and experience in the management of the Bank.
The Bank also expects that she will supervise the execution of duties by Directors and provide them withadvice, particularly from the viewpoint of an expert in compliance and legal affairs, and has thus nominatedher as a candidate for Outside Director.
She does not have any experience engaging in the business management of a company other than by serving
as an Outside Officer of several companies in the past; however, for the reasons above, the Bank believes
that she will properly perform her duties as an Outside Director and has thus nominated her as a candidate
for the position.
She will have served as an Outside Director of the Bank for nine years as of the conclusion of this General
Meeting of Shareholders.
Yasuko Takayama (Re-nominated)
Yasuko Takayama has been in charge of the Consumer Relations and Corporate Social Responsibility
Departments of Shiseido Co., Ltd. and served as an Audit & Supervisory Board Member (standing) while
gaining experience as an Outside Director at other companies. The Bank determined that its corporate value
would increase over the mid- to long-term through the further enhancement of the decision-making andsupervisory function of the Board of Directors achieved by leveraging her knowledge and experience in the
management of the Bank.
The Bank also expects that she will supervise the execution of duties by Directors and provide them withadvice particularly from the viewpoint of an expert in corporate governance, and has thus nominated her as a
candidate for Outside Director.
She will have served as an Outside Director of the Bank for nine years as of the conclusion of this General
Meeting of Shareholders.
Takahide Kiuchi (Re-nominated)
Takahide Kiuchi has a high level of expertise gained through his career in Japan and other countries as an
economist at Nomura Research Institute, Ltd. and Nomura Securities Co., Ltd. The Bank determined that its
corporate value would increase over the mid- to long-term through further enhancement of thedecision-making and supervisory function of the Board of Directors achieved by leveraging his knowledge-6-and experience in the management of the Bank.
As he also has experience in deliberating monetary policies as a member of the Policy Board, the highest
decision-making body of Bank of Japan, the Bank expects that he will supervise the execution of duties byDirectors and provide them with advice from the viewpoint of an expert, and has thus re-nominated him as a
candidate for Outside Director.
He does not have experience of engaging in the business management of a company; however, for the reasons
above, the Bank believes that he will appropriately perform his duties as an Outside Director and has thus
re-nominated him as a candidate for the position.
He will have served as an Outside Director of the Bank for four years as of the conclusion of this General
Meeting of Shareholders.
Ryoji Yoshizawa (Newly nominated)
Ryoji Yoshizawa has a high level of expertise gained through his career in credit analysis of financial
institutions as Managing Director of Financial Institutions Ratings, Japan at S&P Global Ratings andsupervision of rating standards and analysis techniques for the banks around the world as a member of thehighest internal council for analysis. The Bank determined that its corporate value would increase over themid- to long-term through further enhancement of the decision-making and supervisory function of the Boardof Directors achieved by leveraging his knowledge and experience in the management of the Bank.
The Bank also expects that he will supervise the execution of duties by Directors and provide them withadvice, particularly from the viewpoint of an expert with extended years of experience in the comparative
analysis of financial institutions, and has thus nominated him as a candidate for Outside Director.
He does not have experience of engaging in the business management of a company; however, for the reasons
above, the Bank believes that he will appropriately perform his duties as an Outside Director and has thus
nominated him as a candidate for the position.
[Supplementary Principle 3.1.3] Measures for Sustainability•

Measures for Sustainability
The Bank Group are working to achieve “Sustainable Management” aimed at balancing economic
value and social value, based on “the Chiba Bank Group Sustainability Policy.” We, as a unified group,
proactively promote measures that contribute to solving social issues through its business activities,
focusing on five materiality (key) issues identified in “the Chiba Bank Group Declaration on SDGs.”
The Bank announced its endorsement to the TCFD recommendations in December 2019, and we aredisclosing on "Governance," "Strategy (physical risks and transition risks)," "Risk Management," and"Indicators and Targets" regarding risks and opportunities associated with climate change, which TCFD
recommends. In March 2022, the Bank declared " CO2 emissions (SCOPE1 + SCOPE2) will be virtuallyzero by FY2030" and is working to reduce CO2 emissions.
Please refer to the Annual Securities Report, the Integrated Report and website for disclosures onsustainability initiatives and the impacts of climate change based on TCFD recommendations.
Annual Securities Report (Japanese only) (https://www.chibabank.co.jp/company/ir/library/report/)
Integrated Report (https://www.chibabank.co.jp/english/ir/library/annual_report/)
Websites (Japanese only) (https://www.chibabank.co.jp/company/sustainability/)•

Investment in human capital and intellectual property
In order to continuously provide valuable products and services to our customers in the region, theChiba Bank Group makes maximum use of its financial capital, such as its asset size and profitability,
which are among the highest in the regional banking industry; social capital, such as its strong businessbases and the growth potential of Chiba Prefecture, human capital, such as its highly specialized
employees, and intellectual property, such as the comprehensive financial services provided by the Group
as a whole. These capitals are “strength of the Chiba Bank Group” for realization of “Sustainable
Management.”(1) Human capital
In order for the Bank Group to provide social value and realize sustainable development together
with regional communities, we believe that that it is imperative to develop our employees, who provide
services as partners to customers and local communities, and we have adopted a policy of expanding
human capital investment.
The amount of human capital investment in human resource development, such as training-7-

expenses, has secured, and we are expanding external training for specialist and on-demand learning
content. In addition, we have set up “trainees” we are continuously focusing on developing highly
specialized human resources by participating in programs that strengthen our consulting proposal
capabilities in the fields of corporations and individuals, and actively dispatching employees from to otherindustries such as DX and ICT consulting.
Integrated Report (https://www.chibabank.co.jp/english/ir/library/annual_report/)(2)Intellectual property
In order to create new value beyond the framework of banking, based on the changes of customers’
needs and environment, in addition to the various know-how accumulated within the Bank Group, we arepromoting the use of intellectual property, such as measures for new businesses through collaboration withalliance banks, collaborating with external businesses that have contact with many customers, bothfinance and non-finance businesses.
In addition, the use of human capital and intellectual property is reported to and overseen by the
Board of Directors as appropriate.
[Supplementary Principle 4.1.1] Scope of Delegation to the Management
In addition to matters stipulated in laws and regulations, the Board of Directors decides on matters related
to the formulation of the medium term management plan and important business measures in light of the planpursuant to Board of Directors Regulations, etc.
Matters related to business execution operations other than those subject to resolutions by the Board of
Directors are decided by Representative Directors. In addition, pursuant to internal regulations, authority forbusiness execution operations is delegated to Executive Officers, etc. within an appropriate scope, and theBoard of Directors supervise the execution status.
[Supplementary Principle 4.1.3] Succession Planning
Successors to the Representative Directors are determined by the Board of Directors following
deliberations by the Nomination, Remuneration and Corporate Advisory Committee, the majority of which
comprise independent Outside Directors, in view of desired personnel requirements, personnel training policy
and plan, as well as the status of training, etc. The status of deliberation is reported, as appropriate, to theBoard of Directors.
•
Desired personalities of candidates (nomination policy)
Images of desired personalities of candidates are deliberated by the Nomination, Remuneration andCorporate Advisory Committee in view of qualities and abilities required as management, as well as thebusiness environment surrounding our group and the direction of its future business strategies, and are sharedby the Board of Directors. Whether to review the images of desired candidates for successors or not inaccordance with changes in the business environment, etc. is deliberated as appropriate.
•

Review of candidates’ personalities and training schemes
The Nomination, Remuneration and Corporate Advisory Committee members review personalities ofcandidates based on a third-party evaluation, etc. by an external specialized organization. The committee thenconsiders policies and plans for training candidates to help them become a person qualified for the position.
•

Candidate selection process
Candidates are proposed by the President (including reappointment, replacement and dismissal of Directors
including Representative Directors) and determined by the Board of Directors following deliberations on theconsistency, etc. with the nomination policy and training policy by the Nomination, Remuneration andCorporate Advisory Committee.
[Principle 4.9] Independence Standards for Independent Outside Directors
The Independence Standards primarily intended to ensure the independence of Outside Directors areprovided in “II 1. [Independent Directors/ Audit & Supervisory Board Members] Matters relating to
Independent Directors/ Audit & Supervisory Board Members” in this report.
[Supplementary Principle 4.10.1] Concept, Authority, and Roles of Independence regarding the Nomination,
Compensation, and Management Advisory Committee-8-

“The Nomination, Compensation, and Management Advisory Committee” has been established as anadvisory body to the Board of Directors. The committee is composed of four independent outside Directors
and three internal Directors who are elected by resolution of the Board of Directors, and the Chairperson of
the committee has been an outside Director from October 2022, thereby ensuring independence. “TheNomination, Compensation, and Management Advisory Committee” is responsible for ensuring theobjectivity, timeliness, and transparency of deliberations regarding the appointment and dismissal of Directors
and compensation. The Board of Directors decides on these matters after fully respecting the content of suchdeliberations.
[Supplementary Principle 4.11.1] Stance on the Balance, Diversity and Size of the Board of Directors
The Bank’s stance on the balance, diversity, and size of the Board of Directors as a whole is as follows.
(1) In order to ensure that the Board of Directors performs its functions in an effective and efficient manner,
the Board of Directors selects the required number of candidates for Director, which shall not exceed 18
persons, as set forth in the Articles of Incorporation.
(2) The Board of Directors consists of internal Directors with expertise in the Bank’s business operations andOutside Directors who perform supervision from an independent and objective standpoint, taking into
consideration the balance and diversity of the knowledge, experience, and abilities of the Board of
Directors as a whole.
(3) By defining knowledge and experience considered important to the Bank’s Board of Directors as“Corporate management,” “Corporate Finance and accounting / Finance,” “Risk management / Legalaffairs,” “Regional sales,” “International businesses / Market operations,” “IT / DX,” and “Sustainability.”
The skill matrix for Directors and Audit & Supervisory Board Members is described on the final page ofthis report.
•

Methods and procedures for the election of Directors
Described in this report [Principle 3.1] (Enhancing Disclosure) (iv) Policies and procedures forappointment and dismissal of senior managements and nomination of candidates for Directions and Audit& Supervisory Board Members.

[Supplementary Principle 4.11.2] Positions Concurrently Held by Directors and Audit & Supervisory Board
Members
The Bank discloses the status of significant positions concurrently held by its Directors and Audit &Supervisory Board Members in the Reference Documents attached to the Notice of Convocation of theGeneral Meeting of Shareholders, and the Business Report, etc. As of the submission date of this report, thepositions at other listed companies, etc. concurrently held by Directors and Audit & Supervisory Board
Members are as follows.
Yuko Tashima:
Outside Director, Kyushu Financial Group Inc. (Audit and Supervisory
Committee Member)
Yasuko Takayama:
Outside Director, Yokogawa Electric Corporation
Outside Director, Cosmo Energy Holdings Co., Ltd. (Audit and Supervisory
Committee Member)[Supplementary Principle 4.11.3] Analysis and Evaluation of the Effectiveness of the Board of Directors as a
Whole•
Since FY2015, the Bank has been verifying whether the Board of Directors is properly performing thefunctions of decision making and supervision, which are expected of them. The Bank carries out anevaluation of the effectiveness of the Board of Directors annually to enhance those functions.
•
In FY2023, in order to objectively verify the effectiveness of the Board of Directors, we conductedquestionnaires and interviews for each Director and Audit & Supervisory Board Member with thesupport of a third-party professional organization, and evaluated the effectiveness by referring to theirevaluations, based on the fact that five years have passed since the last external evaluation by athird-party professional organization and that the Bank has received Business Improvement Order. The
evaluation covered the roles and functions of the Board of Directors, the content of its discussions, thestatus of its operations, and its composition, as well as the status of the Nomination, Remuneration andCorporate Advisory Committee and the self-evaluation of each individual Director and Audit &Supervisory Board Member, we also examined the state of group governance as an important issue.
Some major group companies were also assessed for effectiveness with the support of a third-party
professional organization, while other group companies were assessed for effectiveness by means of-9-•questionnaires.
The overview of the results of the evaluation of the effectiveness of the Board of Directors for FY2023 is
as follows.
(1) Considering the findings below, the Bank has judged that the functions of decision making andsupervision are performed properly by the Board of Directors and its effectiveness is ensured.
- Based on the Purpose, all Directors and Audit & Supervisory Board Members, whether they areinternal or outside officers, aim for becoming the Chiba Bank Group that continues to grow together
with the region by providing value based on deep ties with customers, employees, shareholders, andother stakeholders, and exchange opinions freely and openly based on mutual understanding while
maintaining a strong sense of unity, including deepening discussions on key issues such as the DX
strategies, GX strategies, Alliance strategies.
- Discussions are deepened through opinions made by Internal Directors based on extensive experiencein each specialized field of financial, and proposals based on specialized knowledge and opinions ofdiverse fields from an independent and objective standpoint from Outside Directors and Audit &Supervisory Board Members.
- The quality of discussions at the Board of Directors has been improved by strengthening the provisionof information to outside Directors, including visiting to Group companies and offices, accompanying
Audit & Supervisory Board Member on visits and audits, interviews with senior management, andexchange of information with Audit & Supervisory Board Members.
- The effectiveness of the Board of Directors is further enhanced by strengthening management andreporting on the status of responses for requests and recommendations made at the Board of Directors.
- The Nomination, Remuneration and Corporate Advisory Committee played an appropriate role bydeepening discussions not only on nomination and remuneration but also on matters related toimportant management issues, and the Outside Director who chairs the committee reports on thecommittee’s work to the Board of Directors to ensure objectivity, timeliness, and transparency.
(2) Based on the results of the evaluation, the Bank will further improve the effectiveness of the Board of
Directors, improve business, and prevent recurrence by addressing the following issues. In addition,
we will improve the objectivity of the Board of Directors by appointing an Outside Director as its
chairperson from FY2024.
- The Bank has established the Purpose at the same time as the current Mid-term Plan, and arepromoting the transformation of the organizational culture through the penetration of the Purpose. The
Board of Directors will also monitor the penetration of the Purpose and ensure that all initiatives are
based on the Purpose.
- Recognizing the need to reflect customer views in the management of the Bank Group, we will further
enhance the collection and analysis of customer views and utilize them in our policies and measures.
- In order to enhance group governance, we will strengthen our involvement in group companies
thorough further performance of the functions of the Group Chief Officer.

[Supplementary Principle 4.14.2] Training policy for Directors and Audit & Supervisory Board Members
To ensure that Directors and Audit & Supervisory Board Members can appropriately fulfill the roles andresponsibilities expected of them, the Bank offers opportunities for training for individual Directors and Audit& Supervisory Board Members, including the provision of information regarding the Bank’s business
operations, participation in training held by external institutions, etc., and supports the costs thereof, when andafter Directors and Audit & Supervisory Board Members are appointed, on an ongoing basis.
The support system for Outside Directors and Outside Audit & Supervisory Board Members are as follows.
•
Outside Directors
The Bank provides Outside Directors with information and support necessary for the execution of theirduties in an appropriate and timely manner to ensure that Outside Directors fully play their roles as asupervisor of the management. We continuously give Outside Directors opportunities for deepening theirunderstanding about the Bank’s management strategy and activities with the aim to enhance deliberations by
the Board of Directors, by means such as provision of materials and explanations for the Board of Directors
meeting in advance, provision of individual explanations on important matters, attendance to main committee
meetings, visiting and holding dialogues at affiliated business offices in the group, participation in main IR
events, etc., and provision of information related to the Bank’s activities whenever necessary. In addition, theBank provides Outside Directors with opportunities to undergo training by third-party organizations at theBank’s expense.

- 10 -

•

Outside Audit & Supervisory Board Members
In order to facilitate the smooth operation of audits and other operations by Audit & Supervisory Board
Members, the Bank has established the Audit and Supervisory Support Office, which is independent from thebusiness executives, and the General Manager of the Audit & Supervisory Board Member's Office is
responsible for these roles and for prompt reporting to, communication with, and close cooperation with the
Audit & Supervisory Board Members.
In addition, the Bank provides Audit & Supervisory Board Members with information on the Bank's
activities in a timely and appropriate manner through attendance at meetings of the Board of Directors andother meetings, individual explanations of important matters, visits to and dialogue with headquarters
departments and sales branches, and inspection of important documents, thereby continuously providing
opportunities to deepen their understanding of the Bank's management strategies and activities.
Furthermore, the Bank provides third-party training opportunities, the cost of which is borne by the Bank.
[Principle 5.1] Policy for Constructive Shareholder Engagement•
Constructive shareholder engagement
For constructive shareholder engagement, the President, other Directors and Audit & Supervisory Board
Members, including Outside Directors engage in dialogue to a reasonable extent. Additionally, the Director in
charge of the Corporate Planning Division, serving as a responsible person for IR activities, supervises theoverall management of operations related to IR activities.
•

System to support constructive engagement
The Corporate Planning Division, the division in charge of IR, discloses information in an appropriatemanner in coordination with sales promotion departments and risk management sections.
•

Enriching means of shareholder engagement
To enrich the means of shareholder engagement, the Bank engages in the following measures.
(1) Disclosure through the IR website, annual reports, etc.
(2) Visits to major institutional investors both in Japan and abroad after earnings announcements(3) Regular briefings for individual investors(4) Semiannual financial results briefings by the President for analysts and institutional investors, etc.

•

Opinions and feedback from shareholders
Feedback received from shareholders through the dialogue is reported to Directors and Board of Directors.

•

Management of insider information
Upon engaging with shareholders, we keep insider information under strict control based on internal
regulations established to prevent insider trading.
[Measures for Achieving Management that is Conscious of the Capital Cost and Stock Price]
The Bank recognizes the importance of allocating management resources with full awareness of capital
cost and return on capital in order to meet the expectations of investors and other stakeholders and achievesustainable growth and medium- to long-term improvement in corporate value. The Board of Directors willcontinue to regularly discuss, examine and disclose the measures to achieve management with awareness ofcapital cost and stock prices.
Please refer to the disclosure below regarding the measures for achieving management with awareness ofcapital cost and stock price.
IR briefing materials (Financial results briefing materials for FY2023 ended March 2024, etc.)(https://www.chibabank.co.jp/english/ir/library/presentation/)
Integrated Report (https://www.chibabank.co.jp/english/ir/library/integrated_report/)[Status of Dialogue with Shareholders]
The Bank strives to enhance disclosure through such as general meetings of shareholders, financial results
briefings, and briefings for individual investors. Last fiscal year, in addition to briefings on financial results
and one-on-one interviews, we held briefings on the Mid-term Plan. Various briefings and one-on-one
interviews are held utilizing online to enable shareholders and investors to participate in these meetings
according to their needs, and we will continue to actively disseminate information through a variety ofopportunities. The topics of dialogue cover a wide range of topics, including business performance, capital- 11 -

policies, alliance strategies, DX strategies, sustainability, and human capital. Questions and answers toanalysts and institutional investors' meetings are disclosed on the Bank’s website. Please refer to theIntegrated Report for details of the explainers and the number of participants in the various briefings.
Integrated Report (https://www.chibabank.co.jp/english/ir/library/integrated_report/)- 12 -

2. Capital Structure
Foreign Shareholding Ratio[Status of Major Shareholders]Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust
Account)
Custody Bank of Japan, Ltd. (Trust Account)

From 20% to less than 30%

Number of Shares Owned
101,178,200

Percentage (%)
14.14

40,452,000

5.65

STATE STREET BANK AND TRUSTCOMPANY 505223
Nippon Life Insurance Company

27,376,445

3.82

26,870,393

3.75

The Dai-ichi Life Insurance Company,
LimitedSUMITOMO LIFE INSURANCECOMPANY
Meiji Yasuda Life Insurance Company

18,361,799

2.56

18,302,000

2.55

17,842,495

2.49

Sompo Japan Insurance Inc.

14,037,968

1.96

STATE STREET BANK WEST CLIENT –TREATY 505234
SSBTC CLIENT OMNIBUS ACCOUNT

13,747,542

1.92

10,827,979

1.51

Controlling Shareholder (except for Parent
Company)
Parent Company

None

Supplementary Explanation-

3. Corporate Attributes
Listed Stock Market and Market Section
Fiscal Year-End
Type of Business
Number of Employees (consolidated) as of the
End of the Previous Fiscal YearSales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal YearTokyo Stock Exchange
Prime Market
March
Banks
1000 or more
From ¥100 billion to less than ¥1 trillion
Less than 10

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
5. Other Special Circumstances which may have Material Impact on Corporate Governance
The Bank has no parent company and listed subsidiaries, and there are no other facts which may have material
impact on corporate governance.

- 13 -

II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board
Number of Directors
Status of appointment of Outside Directors
Number of Outside Directors
Number of Independent Directors

Company with Audit & Supervisory Board System

18
1 years
Outside Director
9Appointed
44Outside Directors’ Relationship with the Bank (1)Relationship with the Bank*
a
b
c
d
e
f

Name

Attribute

Yuko Tashima

Lawyer〇Yasuko Takayama

From another company〇

Takahide Kiuchi

From another company〇

Ryoji Yoshizawa

From another company

〇

*
*
*

g

h

i

j

k

Categories for “Relationship with the Bank”“○” when the Director presently falls or has recently fallen under the category;“△” when the Director fell under the category in the past“●” when a close relative of the Director presently falls or has recently fallen under the category;“▲”when a close relative of the Director fell under the category in the pasta. Executive of the Bank or its subsidiaries
b. Non-executive Director or executive of a parent company of the Bankc. Executive of a fellow subsidiary company of the Bank
d. A party whose major client or supplier is the Bank or an executive thereof
e. Major client or supplier of the Bank or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Bank besides compensation as a Director/ Audit & Supervisory Board Member
g. Major shareholder of the Bank (or an executive of the said major shareholder if the shareholder is a legal
entity)h. Executive of a client or supplier company of the Bank (which does not correspond to any of d, e, or f) (theDirector himself/herself only)
i. Executive of a company, with which the Bank mutually appoints outside officers (the Executive
himself/herself only)
j. Executive of a company or organization that receives a donation from the Bank (the Executive
himself/herself only)
k. Others- 14 -

Outside Directors’ Relationship with the Bank (2)Name

Yuko Tashima

Yasuko Takayama

Designation as
Independent
Director〇〇

Supplementary
Explanation of
the Relationship
Yuko Tashima hastransactions with theBank, but they arenormal transactions as a
general depositor.
Description of thedetails of thetransactions is omitted
as the transactions are
judged to have no
impact on the decisionsof shareholders andinvestors in light of theirsize and characteristics.

Yasuko Takayama hastransactions with theBank, but they arenormal transactions as a
general depositor.
Description of thedetails of thetransactions is omitted
as the transactions are
judged to have no
impact on the decisionsof shareholders andinvestors in light of theirsize and characteristics.

- 15 -

Reasons of Appointment
Yuko Tashima has a high level ofexpertise as an attorney at law andexperience as Outside Director at othercompanies, as well as in government
positions including as a member of the
Financial System Council of the
Financial Services Agency. The Bank
expects that the corporate value of the
Bank would increase over the mid- tolong-term through further enhancementof the decision-making function and thesupervisory function of the Board of
Directors by leveraging her knowledge
and experience in the management of
the Bank. Accordingly, she wasappointed as an Outside Director.
She also satisfies the requirements forindependent officers that are set forth in
the provisions of the Tokyo Stock
Exchange to protect generalshareholders, and has no risk forconflict of interest with generalshareholders. Accordingly, she wasdesignated as an Independent Director.
Yasuko Takayama has been in charge of
the Consumer Relations and Corporate
Social Responsibility Departments aswell as served as an Audit &Supervisory Board Member (standing)of a major cosmetic company, andgained experience as Outside Director atother companies. The Bank expects thatthe corporate value of the Bank would
increase over the mid- to long-term
through further enhancement of thedecision-making function and thesupervisory function of the Board of
Directors by leveraging her knowledge
and experience in the management of
the Bank. Accordingly, she wasappointed as an Outside Director.
She also satisfies the requirements forindependent officers that are set forth in
the provisions of the Tokyo Stock
Exchange to protect generalshareholders, and has no risk forconflict of interest with generalshareholders. Accordingly, she wasdesignated as an Independent Director.

Takahide Kiuchi

Ryoji Yoshizawa〇〇

Takahide Kiuchi hastransactions with theBank, but they arenormal transactions as a
general depositor. The
Bank has general credit
transactions with
Nomura ResearchInstitute, Ltd. that heworks.
Description of thedetails of thetransactions is omitted
as the transactions are
judged to have no
impact on the decisionsof shareholders andinvestors in light of theirsize and characteristics.

Ryoji Yoshizawa hastransactions with theBank, but they arenormal transactions as a
general depositor.
Description of thedetails of thetransactions is omitted
as the transactions are
judged to have no
impact on the decisionsof shareholders andinvestors in light of theirsize and characteristics.

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

Established- 16 -

Takahide Kiuchi has a high level ofexpertise gained through his career inJapan and other countries as an
economist at a major think tank, as well
as experience in deliberating monetary
policies as a member of the Policy
Board, the highest decision-making
body of Bank of Japan, for five years.
The Bank determined that the corporate
value of the Bank would increase overthe mid- to long-term through further
enhancement of the decision-making
function and the supervisory function of
the board of directors by leveraging his
knowledge and experience in the
management of the Bank.
He also satisfies the requirements forindependent officers that are set forth in
the provisions of the Tokyo Stock
Exchange to protect generalshareholders, and has no risk forconflict of interest with generalshareholders. Accordingly, he wasdesignated as an Independent Director.
Ryoji Yoshizawa has a high level ofexpertise gained through his career incredit analysis of financial institutions
as Managing Director of Financial
Institutions Ratings at major foreign
rating agency and supervision of rating
standards and analysis techniques forthe banks around the world as a memberof the highest internal council for
analysis. The Bank determined that its
corporate value would increase over themid- to long-term through further
enhancement of the decision-making
and supervisory functions of the Boardof Directors achieved by leveraging his
knowledge and experience in the
management of the Bank.
He also satisfies the requirements forindependent officers that are set forth in
the provisions of the Tokyo Stock
Exchange
toprotect
generalshareholders, and has no risk forconflict of interest with generalshareholders. Accordingly, he wasdesignated as an Independent Director.

Committee’s Name, Composition, and Attributes of Chairperson

All Committee Members

Committee
Corresponding
toNomination Committee
Nomination, Remuneration andCorporate Advisory Committee
7

Committee
Corresponding
toRemuneration Committee
Nomination, Remuneration andCorporate Advisory Committee
7

Full-time Members

00Internal Directors

33Outside Directors

44Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Committee’s Name

Supplementary Explanation
The Bank has established the Nomination, Remuneration and Corporate Advisory Committee, whose
members include a majority of independent Outside Directors, in order to ensure appropriate involvements of
independent Outside Directors and advice from them when considering proposals related to the selection andremuneration of candidates for Directors and other matters.
(Activities of the Nomination, Remuneration and Corporate Advisory Committee)
The attendance of individual Directors at the Nomination, Remuneration and Corporate Advisory Committee
held in fiscal year 2023 is as follows
Name
Number of times held
Attendance (attendance rate)
Tsutomu Yonemoto

Seven times

Seven times (100.0%)

Hidetoshi Sakuma

Six times (85.7%)

Yuko Tashima (Outside Director)

Seven times (100.0%)

Yasuko Takayama (Outside Director)

Seven times (100.0%)

Takahide Kiuchi (Outside Director)

Seven times (100.0%)(Main deliberations of the Nomination, Remuneration and Corporate Advisory Committee)- Candidates for CEO successor and Executive Officers- Appointment of President of group companies- Changes in Directors and Executive Officers- Appointment of Senior Advisors- Appointment of Outside Directors- Appointment of Chairperson of the Board of Directors- Review of the skills matrix for Directors and Audit & Supervisory Board Members- Direction of the review of the executive remuneration plan
- Revision of remuneration for Outside Directors- Payment of executive bonuses- Submission of Business Improvement Report and management's responsibility- Partial amendment to the Articles of Incorporation[Audit & Supervisory Board Members]
Establishment of Audit & Supervisory Board
Maximum Number of Audit & Supervisory
Board Members Stipulated in Articles ofEstablished5- 17 -

Incorporation
Number of Audit & Supervisory Board Members

5

Cooperation among Audit & Supervisory Board Members, Accounting Auditors and Internal Audit
Departments(1) Audit & Supervisory Board Members monitor and validate whether proper audits are carried out throughopinion exchange, which was held 14 times in FY2023, by measures including receiving explanation on
the audit policy, the audit plans, and the audit methods from the Accounting Auditor, as well as attending
the onsite audits and audit reviews by the Accounting Auditor. At the same time, Audit & Supervisory
Board Members work to ensure efficient and effective audits taking account of the Accounting Auditor’sopinions.
(2) Audit & Supervisory Board Members exchange information as necessary with the Audit and Inspection
Division, an internal audit unit independent from units subject to audit. Audit & Supervisory Board
Members also receive reports on the results of internal audits, in principal, at monthly meetings of theInternal Audit Committee (met 11 times in FY2023). In this manner, close cooperation is sought between
these parties.
(3) Audit & Supervisory Board Members, the Internal Audit and Inspection Unit and the Accounting Auditor
hold a Three-Pillar Audit Liaison Meeting to ensure sufficient cooperation.
(4) Information on the Accounting Auditor
Audit compensation paid to Ernst & Young ShinNihon LLC, the Bank’s Accounting Auditor, is asfollows.
Compensation for audit certification services:
79 million yen
Compensation for non-audit services:
11 million yen
Total:
91 million yen(Notes) 1. Compensation for non-audit services is compensation paid for financial consultation services,etc.
2. The total compensation, etc. to be paid by the Bank and its consolidated subsidiaries to the
Accounting Auditor is 121 million yen.
3. The above amount is exclusive of consumption tax and local consumption tax.
Appointment of Outside Audit & Supervisory
Board Members
Number of Outside Audit & Supervisory Board
Members
Number of Independent Audit & Supervisory
Board Members

Appointed
33Outside Audit & Supervisory Board Members’ Relationship with the Bank (1)Relationship with the Bank*a b c d e
f g

Name

Attribute

Kazuhiro Kikuchi

From another company〇

Norikazu Takahashi

From another company〇

Wataru Takahashi

From another company

〇

*
*
*

h

i

j

k

Categories for “Relationship with the Bank”“○” when the Member presently falls or has recently fallen under the category;“△” when the Member fell under the category in the past“●” when a close relative of the Member presently falls or has recently fallen under the category;“▲”when a close relative of the Member fell under the category in the pasta. Executive of the Bank or its subsidiaries
b. Non-executive Director or accounting advisor of the Bank or its subsidiaries- 18 -lm

c. Non-executive Director or executive of a parent company of the Bank
d. Audit & Supervisory Board Member of a parent company of the Banke. Executive of a fellow subsidiary company of the Bank
f. A party whose major client or supplier is the Bank or an executive thereof
g. Major client or supplier of the Bank or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Bank besides compensation as an Audit & Supervisory Board Member
i. Major shareholder of the Bank (or an executive of the said major shareholder if the shareholder is a legal
entity)j. Executive of a client or supplier company of the Bank (which does not correspond to any of f, g, or h) (theAudit & Supervisory Board Member himself/herself only)
k. Executive of a company, with which the Bank mutually appoints outside officers (the Audit &Supervisory Board Member himself/herself only)
l. Executive of a company or organization that receives a donation from the Bank (the Audit & Supervisory
Board Member himself/herself only)
m. Others

Outside Audit & Supervisory Board Member’s Relationship with the Bank (2)Name

Kazuhiro
Kikuchi

Designation as
Independent Audit& Supervisory
Board Member〇

Supplementary
Explanation of
the RelationshipKazuhiro Kikuchi hastransactions with theBank, but they arenormal transactions as a
general depositor.
Description of thedetails of thetransactions is omitted
as the transactions are
judged to have no
impact on the decisionsof shareholders andinvestors in light of theirsize and characteristics.

- 19 -

Reasons of Appointment
Kazuhiro Kikuchi has a high level ofexpertise gained through experience as
Councillor of Cabinet Secretariat andSenior Executive Director of theFederation of National Public Service
Personnel Mutual Aid Associations, etc.,
as well as extensive knowledge inpublic administration overall. The Bank
expects that further enhancement of theaudit function would be ensured byleveraging his knowledge andexperience in the management of theBank. Accordingly, he was appointed as
an Outside Audit & Supervisory Board
Member.
He also satisfies the requirements forindependent officers that are set forth in
the provisions of the Tokyo Stock
Exchange to protect generalshareholders, and has no risk forconflict of interest with generalshareholders. Accordingly, he wasdesignated as an Independent Audit &Supervisory Board Member.

Norikazu
Takahashi〇

Norikazu Takahashi hastransactions with theBank, but they arenormal transactions as a
general depositor.
In addition, the Bank
has transactions such as
deposits and borrowings
with the Bank of Japan
where he served as abusiness executor.
Description of thedetails of thetransactions is omitted
as the transactions are
judged to have no
impact on the decisionsof shareholders andinvestors in light of theirsize and characteristics.

- 20 -

Norikazu Takahashi has a high level ofexpertise gained through experience as
General Manager of branches andGeneral Manager of Information
System Services Department of the
Bank of Japan, etc., as well as extensive
knowledge in finance overall. The Bank
expects that further enhancement of theaudit function would be ensured byleveraging his knowledge andexperience in the management of theBank. Accordingly, he was appointed as
an Outside Audit & Supervisory Board
Member.
He also satisfies the requirements forindependent officers that are set forth in
the provisions of the Tokyo Stock
Exchange to protect generalshareholders, and has no risk forconflict of interest with generalshareholders. Accordingly, he wasdesignated as an Independent Audit &Supervisory Board Member.

Wataru
Takahashi〇

Wataru Takahashi hastransactions with theBank, but they arenormal transactions as a
general depositor. In
addition, the Bank has adeposit transaction with
Chiba Prefecture, where
he served as
Vice-Governor, theBank has transactions as
a designated financial
institution, transactions
such as deposits andloans, and temporarily
dispatches to andaccepts personnel fromthe prefecture. However,
the aforementioned
transactions are on anarm’s length basis andprofits generated fromthe said transactions
account for less than 1%of the Bank’s
consolidated grossbusiness profits. Hence
The Bank has
determined that there is"no risk of conflict ofinterest with generalshareholders"
Description of the detailof each transaction noted
above is omitted as they
are judged to have no
impact on the decisionsof shareholders andinvestors in light of theirsize and characteristics.

- 21 -

Wataru Takahashi has extensive
knowledge mainly in public
administration gained through holding
numerous important positions including
Vice-Governor of Chiba Prefecture. The
Bank expects that further enhancementof the audit function would be ensured
by leveraging his knowledge andexperience in the management of theBank. Accordingly, he was appointed as
an Outside Audit & Supervisory Board
Member. He also satisfies therequirements for independent officers
that are set forth in the provisions of theTokyo Stock Exchange to protect
general shareholders, and has no risk forconflict of interest with generalshareholders. Accordingly, he wasdesignated as an Independent Audit &Supervisory Board Member.

[Independent Directors/ Audit & Supervisory Board Members]
Number of Independent Directors/ Audit &7
Supervisory Board Members
Matters relating to Independent Directors/ Audit & Supervisory Board Members-

The Bank has designated all Outside Directors as Independent Directors as long as they satisfy thecriteria for Independent Directors.
Independence Standards stipulated by the Bank is as follows.

<Independence Standards>
Candidates for Outside Directors and Outside Audit & Supervisory Board Members of the Bank must, inprinciple, not fall under any of the following currently or recently (Note 1).
(1) A person whose major business partner is the Bank (Note 2), or an executive of such entity if it is a
corporation, etc.
(2) A person who is a major business partner of the Bank (Note 3), or an executive of such entity if it is a
corporation, etc.
(3) A consultant, an accounting professional or a legal professional receiving money or other property
benefits, other than remuneration of Directors and Audit & Supervisory Board Members, of average 10
million yen or more per annum for the past three years(4) A member or an employee of a consulting firm, an accounting firm or a legal office, etc., whose major
business partner (Note 2) is the Bank
(5) A person who received donations, etc. of average 10 million yen or more per annum for the past three
years from the Bank, or an executive of such entity if it is a corporation, etc.
(6) The Bank’s major shareholder (Note 4) or an executive of such entity if it is a corporation, etc.
(7) A close relative (Note 5) of a person falling under any of the following (excluding those who are not an
important person (Note 6))
A. A person falling under any of the items (1) through (6) above
B. A Director, an Audit & Supervisory Board Member, an Executive Officer or an important employee,etc. of the Bank or its subsidiary
Notes: 1. Refers to a person who could be substantially deemed to fall under the items currently; e.g. a
person who fell under the items when the contents are resolved for the agenda of the general
meeting of shareholders, where such person is to be selected as an Outside Director or an Outside
Audit & Supervisory Board Member
2. A business partner who has received payments from the Bank in an amount of 1% or more of suchpartner’s consolidated net sales during the most recent fiscal year
3. A business partner who has made payments to the Bank in an amount of 1% or more of the Bank’s
consolidated gross business profit during the most recent fiscal year
4. A shareholder who holds 10% or greater of the total voting rights
5. An officer or an employee who is equivalent to a general manager of a department of a company,
or a certified public accountant or a lawyer in case of those affiliated with an accounting firm or alegal office
6. A relative within the second degree of kinship- 22 -

[Incentives]
Incentive Policies for Directors

Performance-linked remuneration plan, etc.

Supplementary Explanation
Performance-linked remuneration, etc. shall be paid as cash remuneration at a certain time each year as abonus based on the amount calculated by taking into account profit attributable to owners of the parent foreach fiscal year, etc. in order to heighten awareness of the improvement in performance for each fiscal year. In
addition, the Bank has introduced a restricted stock remuneration plan to strengthen the linkage between the
Bank's stock price and the remuneration of Directors, and to increase management awareness through thewillingness to contribute to the enhancement of corporate value and further sharing of value withshareholders. The remuneration will be paid at a certain time each year.
In addition, the Bank introduced the performance-linked restricted stock remuneration plan with theobjectives of granting incentives aimed at sustainable improvement of the corporate value of the Bank
through the achievement of the performance targets set forth in the Mid-term Plan and the medium- tolong-term improvement of the Bank’s performance, as well as further sharing value with shareholders.
(Note) At the Ordinary General Meeting of Shareholders held on June 26, 2024, the resolution was passed toallocate restricted stock to Directors (excluding Outside Directors) not exceeding ¥140 million perannum. The Bank shall pay fixed amount of restricted stock and performance-linked restricted stock,each portion equivalent to approximately 10% of the individual remuneration in shares of the Bank's
common stock.
Recipients of Stock Options
Supplementary Explanation[Director Remuneration]
Disclosure of Individual Directors’ Remuneration

No Individual Disclosure

Supplementary Explanation
The Bank does not disclose individual Directors’ remuneration.
Remuneration for Directors and Audit & Supervisory Board Members of the Bank are as follows.
Remuneration, etc. for Directors:
Remuneration, etc. for Audit & Supervisory Board Members:
Total:

377 million yen
105 million yen
483 million yen(Notes)1. The upper limits on the annual remuneration for Directors and Audit & Supervisory Board Members thatwere determined at a General Meeting of Shareholders are 560 million yen and 150 million yen,respectively. The maximum amount of remuneration for restricted stock remuneration for Directors is 140
million per annum, and the total number of shares of the Bank's common stock to be issued or disposed ofis 0.5 million shares per annum, apart from the remuneration noted above.
2. As performance-linked remuneration, bonuses are paid to Directors excluding outside Directors. Bonuses
are calculated by taking into account profit attributable to owners of parent and other factors for each fiscal
year. Bonuses are paid annually as cash compensation at a certain time. Profit attributable to owners ofparent for the fiscal year under review was ¥62.4 billion. Since a resolution was approved at the Annual
General Meeting of Shareholders on June 26, 2024 regarding the introduction of performance-linked
restricted stock, it was not included in the remuneration for FY2023.
Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
1. Remuneration structure and content- 23 -

〇Directors (excluding outside Directors)(1) Remuneration structure•
Remuneration consists of “basic remuneration”, “bonuses”, and “stock remuneration (“fixed restricted
stock” and “performance-linked restricted stock”).”•
Remuneration breakdown is 70% for “basic remuneration,” 10% for “bonuses,” 10% for “fixed restricted
stock” and 10% for “performance-linked restricted stock.”•
The amounts of basic remuneration, bonuses, and stock remuneration are determined by position.
(2) Contents of each remuneration, etc.
•
”Basic remuneration” is a monthly fixed remuneration by position, and the fixed remuneration byposition is paid according to the weight of responsibility for each position.
•
The amount calculated by considering current profit attributable to owners of parent, etc. of every fiscal
year as “bonuses,” be paid as monetary remuneration at a fixed time every year. Bonuses have been
introduced as an incentive for short-term performance, but in order to maintain sound management, thepercentage shall be limited to 5% of the total, and will be designed so as not to become an incentive formanagement to focus on short-term performance. The final amount to be paid will be deliberated by the
Nomination, Remuneration and Corporate Advisory Committee, of which a majority of the members are
independent Outside Directors, and the content of deliberations will be respected and determined.
•
The Bank has introduced the restricted stock remuneration plan to strengthen the linkage between the
Bank's stock price and the remuneration for Directors, and to enhance management awareness toimprove corporate value thorough further sharing of value with shareholders. “Fixed restricted stock”
will be paid at a certain time each year. Shares of the Bank with transfer restrictions, which correspond to
the standard amount for each position, shall be allocated, and the transfer restrictions shall be lifted upon
the retirement of each executives.
•
Regarding “performance-linked restricted stock,” the Bank introduced the performance-linked restricted
stock remuneration plan with the objectives of granting incentives aimed at sustainable improvement of
the corporate value of the Bank through the achievement of the performance targets set forth in the
Mid-term Plan and the medium- to long-term improvement of the Bank’s performance, as well as further
sharing value with shareholders.
(Method of Calculating the Amount of Monetary Claims)
The Bank will calculate the number of shares of common stock of the Bank to be delivered to each
Eligible Director using the formula in (i) below and calculate the amount of monetary claims to be paid
to each Eligible Director using the formula in (ii) below.
(i)Number of shares of common stock of the Bank to be issued or disposed to each Eligible Director (*1)
Position-based standard amount (*2) / share price at time of delivery (*3)
x performance evaluation coefficient (*4)(ii)Amount of monetary claims to be paid to each Eligible Director
Number of shares of common stock of the Bank calculated in (i) above x share price at time ofdelivery (*3)(*1) Any fractions of less than one share resulting from the calculation shall be rounded down.
(*2) The position-based standard amount for Eligible Directors shall be determined beforehand by the
Board of Directors of the Bank.
(*3) The share price at time of delivery shall be determined by the Board of Directors based on theclosing price of the Bank’s common stock on the Tokyo Stock Exchange on the business day
previous to the day on which a resolution of the Board of Directors of the Bank concerning theissue or disposal of shares of common stock of the Bank is made after the close of theperformance evaluation period, to the extent that the amount will not be particularly favorable for
the Eligible Directors underwriting the common stock of the Bank.
(*4) The performance evaluation coefficient shall be determined by the Board of Directors of the Bank
beforehand within a range of 0% to 150% according to the degree of achievement of eachperformance evaluation indicator during the performance evaluation period.

- 24 -

(Target Index)
Evaluation axis
Financialfinancialindex
Non-financial Customer
experience
HumancapitalWeight50%

Range of linkage
0～150%

Target index(i) Consolidated ROE

50%

0～150%(ii) Customer engagement(iii) Employee engagement(iv) Percentage of leadership
positions held by women
Sustainability(v) Carbon neutral(vi) Support decarbonization of
local communities
As the 118th Annual General Meeting of Shareholders was held on June 26, 2024 and approvedat the meeting, there was no actual payment of executive remuneration for FY 2023.
〇Outside Directors(1) Remuneration structure•
Based on the role in supervising the execution of business, the remuneration plan is not linked toperformance, but rather is limited to "basic remuneration."(2) Remuneration content•“Basic remuneration” shall be a fixed monthly remuneration and shall be paid in cash.
〇Audit & Supervisory Board Member(1) Remuneration structure•
In order to ensure independence, remuneration for Audit & Supervisory Board members is not linked toperformance, but is limited to "basic remuneration." The amount of remuneration is determined throughconsultation with Audit & Supervisory Board members.
(2) Remuneration content•“Basic remuneration” shall be a fixed monthly remuneration and shall be paid in cash.
〇Malus/Clawback Clause
For the purpose of ensuring the soundness of the remuneration plan, a clause has been established torequire forfeiture or return of remuneration at the decision of the Board of Directors after deliberation by
the Nomination, Compensation and Management Advisory Committee, in the event that an executive isengaged in a business that competes with the Bank’s or its subsidiaries’ business, appointed to an
executive or an employee in a corporation or other organization that competes with the Bank or its
subsidiaries, involved in corporate misconduct such as accounting fraud, or commiting any othermisconduct or certain other events. The introduction of this plan was also approved at the 118th Annual
General Meeting of Shareholders held on June 26, 2024.
2. Date of resolution of the General Meeting of Shareholders and the contents of such resolution, etc.
The amount of “basic remuneration” and “bonuses,” which are monetary remuneration for Directors, areapproved within ¥560 million per year, and the amount of remuneration for Audit & Supervisory Board
members are approved within ¥150 million per year at the 104th Annual Shareholders' Meeting held on June29, 2010. At the conclusion of the General Meeting of Shareholders, the Bank had nine Directors and five
Audit & Supervisory Board members. Apart from monetary remuneration, the 118th Annual Shareholders'Meeting held on June 26, 2024 resolved that the amount of "stock remuneration (restricted stock)" forDirectors, excluding Outside Directors, is limited to ¥140 million per annum, and the number of shares of theBank's common stock to be issued or disposed of is limited to 0.5 million shares. At the conclusion of this
General Meeting of Shareholders, the Bank had nine Directors (including four Outside Directors).
3. Policy on determination of individual remuneration, etc. for Directors
At the Board of Directors held on March 22, 2024, the Bank resolved to adopt a policy for determining thecontent of individual remuneration for Directors. At the time of the resolution of the Board of Directors, theBank consults with the Nomination, Remuneration and Corporate Advisory Committee regarding the content
of the resolution in advance, and receives reports. In addition, the Board of Directors has confirmed that themethod for determining the contents of remuneration, etc. and the contents of remuneration, etc. determined
for the relevant fiscal year are consistent with the decision policy decided by the Board of Directors, and thatthe reports from the Nomination, Remuneration and Corporate Advisory Committee are respected. Therefore,
the Board of Directors has determined that the remuneration, etc. is in accordance with the said decision- 25 -

policy.
The details of the decision-making policy concerning the content of individual remuneration, etc. for
directors are as follows.
(1) Basic Policy
The basic policy is that the remuneration for Directors of the Bank shall, in order to ensure transparency,
fairness, and rationality, be determined by the Board of Directors in accordance with the remuneration rules
determined by the Board of Directors after the deliberation by the Nomination, Remuneration and Corporate
Advisory Committee, of which an independent Outside Directors have the majority. Specifically, theremuneration of Directors consists of fixed basic remuneration and performance-linked remuneration paid asmonetary remuneration and fixed remuneration and performance-linked remuneration paid as stock
remuneration, while the remuneration of the Outside Directors who commit to supervisory function is fixedbasic remuneration paid as monetary remuneration only.
(2) The Policy for Determination of Amount of Individual Remuneration, etc. of Basic Remuneration(Monetary Remuneration), Including the Policy for Determination of Timing and Conditions of Granting
Remunerations, etc.
The basic remuneration of Directors of the Bank shall be a fixed monthly remuneration by position, andsuch fixed remuneration by position shall be paid in accordance with the weight of the responsibilities of eachposition.
(3) The Policy for Determination of Contents, Amount, and the Method of Calculating Number of
Performance-Linked Remuneration and Non-Monetary Remuneration, etc., Including the Policy for
Determination of Timing and Conditions of Granting Remunerations, etc.
Focusing on soundness as a financial institution, the Bank shall have the Nomination, Remuneration
and Corporate Advisory Committee appropriately consider management enhancement by shareholders’ pointof view and executive remuneration plan for performance improvement.
The performance-linked remuneration, etc. paid as monetary remuneration shall, to raise awareness of
performance improvement per fiscal year, the amount calculated by considering current profit attributable toowners of parent, etc. of every fiscal year as a bonus, be paid as monetary remuneration at a fixed time every
year. The non-monetary remuneration, etc. shall, with the introduction of the restricted stock remuneration
plan to strengthen the linkage of stock price of the Bank and remuneration for Directors, and to raise
contribution willingness for improvement of corporation value as well as management awareness throughfurther value sharing with shareholders, be paid at a fixed time every year.
The fixed stock remuneration and performance-linked stock remuneration paid as non-monetary
remuneration shall, with the introduction of the restricted stock remuneration plan with the objectives ofmore clearly linking the remuneration for Directors with the Bank’s performance and share value, granting
incentives aimed at sustainable improvement of the corporate value of the Bank through the achievement of
the performance targets set forth in the Mid-term Plan and the medium- to long-term improvement of theBank’s performance, as well as further sharing value with shareholders, be paid at a fixed time every year.
The number of shares granted as fixed stock remuneration shall be determined in accordance with the weightof the responsibilities of each position and the number of shares granted as performance-linked renumeration
shall be determined in accordance with the degree of achievement of the performance targets.
(4) The Policy for Determination of the Ratio of the Amount of Monetary Remuneration, the Amount of
Performance-Linked Remuneration, etc., and the Amount of Non-Monetary Remuneration in the Amountof Individual Remuneration, etc. for Directors.
Referring to companies of similar size to the Bank and in related industries and business categories, inaccordance with changes in the business environment as appropriate, the executive remuneration plan for
Directors and the remuneration ratio by kinds shall be considered by the Nomination, Remuneration andCorporate Advisory Committee, of which independent Outside Directors have the majority. Representing theBoard of Directors, the President, as described in item 5 below, shall determine the contents of individual
remuneration, etc. of Directors to the extent of remuneration ratio by kinds, paying respect to theNomination, Remuneration and Corporate Advisory Committee. The guide ratio for each kind of
remuneration, etc. shall be “basic remuneration : bonus : fixed stock remuneration : performance-linked
stock remuneration = 70 : 10 : 10 : 10.”(5) Matters Related to the Determination of the Contents of Individual Remuneration, etc. of Directors
In regards to the amount of individual remuneration, based on the resolution of the Board of Directors,
the President, being authorized for detailed contents, shall evaluate and allocate. The Board of Directors,
based on the deliberation by the Nomination, Compensation, and Management Advisory Committee, of- 26 -

which independent Outside Directors have the majority, for such right is to be appropriately exercised by the
President, must respect the contents of the deliberation and decide. In regards to the stock remuneration,
based on the deliberation by the Nomination, Remuneration and Corporate Advisory Committee, the amountof individual allotted shares for Directors shall be determined by the Board of Directors.
In addition, in the event of serious misconduct or violation by a Director, the plan is established whereby
the beneficial interest in remuneration can be forfeited (malus) or demanded to be returned (clawback) to the
Director.
[Supporting System for Outside Directors and/or Audit & Supervisory Board Members]•
Outside Directors
The Bank provides Outside Directors with information and support necessary through assigning staff tosupport outside Directors within General Secretariat and Corporate Planning Division, for the execution of
their duties in an appropriate and timely manner to ensure that Outside Directors fully play their roles as asupervisor of the management.
We continuously give Outside Directors opportunities for deepening their understanding about the Bank’s
management strategy and activities with the aim to enhance deliberations by the Board of Directors, by means
such as provision of materials and explanations for the Board of Directors meeting in advance, provision ofindividual explanations on important matters, attendance to main committee meetings, dialog with Directors,
Executive Officers and General Managers of divisions and offices, visiting and holding dialogues at affiliatedbusiness offices in the group, participation in main IR events, etc., and provision of information related to the
Bank’s activities whenever necessary. In addition, the Bank provides Outside Directors with opportunities toundergo training by third-party organizations at the Bank’s expense.
•

Outside Audit & Supervisory Board Members
In order to facilitate the smooth operation of audits and other operations by Audit & Supervisory Board
Members, the Bank has established the Audit and Supervisory Support Office, which is independent from thebusiness executives, and the General Manager of the Audit & Supervisory Board Member's Office is
responsible for these roles and for prompt reporting to, communication with, and close cooperation with the
Audit & Supervisory Board Members.
In addition, the system is in place to ensure that important information is communicated to Audit &Supervisory Board Members in a timely and appropriate manner through attendance at meetings of the Boardof Directors and other meetings, individual explanations of important matters, visits to and dialogue with
headquarters departments and sales branches, and inspection of important documents.
[Retired Presidents/CEOs Holding Advisory Positions (Counsellor, Advisor, etc.)]
Information on retired presidents/CEOs holding advisory positions (Counsellor, Advisor, etc.)

Name

Job title/
position

Hidetoshi
SakumaSeniorAdvisorResponsibilities
Economicorganization
activities, social
contribution
activities, etc.

Employment terms(Full/part time, with/withoutcompensation, etc.)[Employment term] Standing[Compensation] Paid

Number of retired presidents/CEOs holding
advisory positions (Counsellor, Advisor, etc.)

Date whenformer role
as president/
CEO ended
June 26,
2024

Term
Two years

1

Others・There is a system in which the former president can be appointed as Senior Advisor or Honorary Advisor forthe purpose of engaging in economic organization activities and social contribution activities, and currently
there is one Senior Advisor who is eligible. The term of office is two years, and the retirement age is 75 years
old in principle.
・At the time of appointment, following deliberation by the Nomination, Remuneration and Corporate- 27 -

Advisory Committee (Outside Directors make up the majority) and a resolution by the Board of Directors.
・Senior Advisor and Honorary Advisor are not involved in management and regular reports by management
are also not conducted. The office, car, and secretary may be used as needed.

- 28 -

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination, and Remuneration
Decisions (Overview of Current Corporate Governance System)•
Directors and Board of Directors
The Board of Directors consists of nine Directors, including four Outside Directors. The Board of Directors
makes decisions about management policies and other important matters and supervises the execution ofbusiness by Directors and Executive Officers. The Bank strives to enhance the effectiveness of the Board of
Directors through measures including having Outside Directors make up 44.4% of the Board of Directors andholding free, active, and constructive discussions. In addition, the Chairperson of the Board of Directors has
been an Outside Director since April 2024.
•
Board of Designated Directors
The Bank holds a meeting of the Board of Designated Directors, consisting of Internal Directors andExecutive Officers who were nominated by the Board of Directors, three times a month as a rule, to discuss
policies on important matters related to the execution of business operations, thereby responding to changes inthe business environment accurately and promptly.
Moreover, the Bank has adopted an executive officer system. This system provides for the clear separationof the roles of the Directors, who reach decisions on important matters, supervise the execution of business
operations, and perform other tasks, and the role of the executive officers, who conduct business operations.
•
The Nomination, Remuneration and Corporate Advisory Committee
For appointment and remuneration of Directors and Audit & Supervisory Board Members, the Nomination,
Remuneration and Corporate Advisory Committee has been established to ensure objectivity, timeliness, andtransparency. The Board of Directors selects the committee members, a majority of which are independent
Outside Directors. Since October 2022, the committee chairperson was appointed as outside Directors.
•
Audit & Supervisory Board and Its Members
The Bank has adopted an audit & supervisory board system with five Audit & Supervisory Board
Members, including a majority of three outside Audit & Supervisory Board Members. In particular, three ofthe Audit & Supervisory Board Members, including two outside Audit & Supervisory Board Members, arestanding Audit & Supervisory Board Members. They attend meetings of the Board of Directors and otherimportant meetings, check important documents to conduct objective and reasonable audits of the status ofbusiness execution. The Bank believes that this system provides an adequate management supervisory
function.
•
Committees, etc.
In order to establish a compliance structure and risk management system that cover group companies, theBank convenes the Compliance Committee once a month as a rule, which deliberates on important mattersregarding compliance, the ALM Committee once a month as a rule, the Credit Risk Management Committee
once a quarter as a rule, the Operational Risk Management Committee semiannually as a rule, and the
Cybersecurity Risk Management Committee once a quarter as a rule, which deliberate on important matters.,
In addition, the Group Supervision Committee is held twice for the purpose of grasping the businessconditions and various issues of each group company, and the Group Promotion Committee, in order torealize synergistic effects through further cooperation among the Bank and group companies, is held twice.
Group Strategy Division was established in April, 2023, to oversee overall business execution, including
sales and administrative aspects, in order to realize integrated group management and sophisticated group
governance. Additionally, from the perspective of clarifying responsibilities, the department in charge of
operations at each company was designated as one department at one company, and the scope of group-wide
management of management resources, which had been conducted only for risk management, was expanded,
and management departments were designated for each management resource.
Moreover, the Bank has established the Digital Promotion Committee once a quarter as a rule in order toreinforce the Group's structure for promoting digital strategies under the medium term management plan, andthe Sustainability Promotion Committee once a quarter as a rule to discuss and promote cross-organizational
activities, including the formulation of priority measures and activities concerning sustainability, andreporting on the status of initiatives.
•
Group Management Systems
The Group Chief Officer (CxO) System* was introduced and under the overall supervision of the Group
CEO, the Group Chief Officers are assigned responsibility for their areas of supervision, thereby creating agroup-wide corporate management system. The Bank appointed the Group CHRO to oversee humanresources strategies for the entire group in order to promote management strategies in line with changes in theenvironment, such as the advancement of digital technology since April 2021. Moreover, a responsible
Director is assigned to supervise each group company and meetings of the Group Supervision Committee and- 29 -

Group Promotion Committee are held to strengthen understanding, administration, and supervision of the
management status of group companies based on Group Companies Management Regulations. In addition,
the Bank’s internal audit units conduct internal audits of subsidiaries and assure proper operations throughout
the group.
*The following Group Chief Officers are assigned:- Group CEO (Chief Executive Officer)- Group COO (Chief Operating Officer)- Group CSO (Chief Strategy Officer)- Group CRO (Chief Risk Officer)- Group CBO (Chief Business Officer)- Group CIO (Chief Information Officer)- Group CDTO (Chief Digital Transformation Officer)- Group CHRO (Chief Human Resources Officer)

3. Reasons for Adoption of Current Corporate Governance System
The Bank has adopted a company with Audit & Supervisory Board System under which the Board of
Directors and Audit & Supervisory Board Members are responsible for management supervisory functions.
Three Standing Audit & Supervisory Board Members, including two Outside Audit & Supervisory Board
Members, attend meetings of the Board of Directors, the Board of Designated Directors, and other important
meetings, check important documents, and perform audits of the headquarters and branches on a regular basis
to conduct objective and reasonable audits of the status of business execution. The Bank believes that thissystem provides an adequate management supervisory function. In addition, the Bank appoints Outside
Directors to further strengthen the management decision-making and supervisory functions of business
operations.
Considering that these systems are fully providing audit and supervisory functions, the Bank has adopted
the current corporate governance system.

- 30 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Supplementary Explanations
Early Notification of General The notice of convocation of the 118th Annual General Meeting of
Shareholder Meeting
Shareholders held on June 26, 2024 was dispatched on June 4, 2024 (22days before the meeting).
Allowing Electronic Exercise The electromagnetic means of exercising voting rights have been availableof Voting Rights
since the 100th Annual General Meeting of Shareholders held on June 29,
2006. A simplified method via smartphone has also been available as ameans of exercising voting rights since the 113th Annual General Meetingof Shareholders held on June 26, 2019.
Participation in Electronic The Bank has used an electronic voting platform for institutional investors
Voting Platform
operated by ICJ, Inc. since the 102nd Annual General Meeting of
Shareholders held on June 27, 2008.
Providing Convocation Notice The notice of convocation has been available in English since the 108th
in English
Annual General Meeting of Shareholders held on June 27, 2014. It wasposted on the Bank’s website, the Timely Disclosure network of the Tokyo
Stock Exchange, and the electronic voting platform.
Other
Notices of convocation of the General Meeting of Shareholders, etc. havebeen posted on the Bank’s website since the 102nd Annual General Meetingof Shareholders held on June 27, 2008. Extraordinary reports containing theresults of the exercise of voting rights have been posted on the Bank’s
website since the 104th Annual General Meeting of Shareholders held on
June 29, 2010. In addition, from the 116th Annual General Meeting of
Shareholders (held on June 28, 2022), the notice of convocation has been
made in full color, and the skill matrix and facial photographs of Directors
and Audit & Supervisory Board Members are posted.
2. IR Activities
Supplementary Explanations

Preparation and Publication ofDisclosure Policy
Regular Investor Briefings for
Individual Investors
Regular Investor Briefings forAnalysts and Institutional
Investors

Regular Investor Briefings forOverseas Investors

The Bank’s disclosure policy describing the stance on
disclosure, information subject to disclosure, andmethod of disclosure is posted on the Bank’s website.
In FY2023, the Bank held briefings for individual
investors six times. (Briefings were held in February
and March 2023, attended by 1,521 persons in total.)
Briefings are held for analysts and institutional
investors after semiannual earnings announcements. (InFY2023, briefings were held twice in May andNovember, attended by 343 persons in total.) Financial
results briefings for the first and third quarters are also
held. (In FY2023, briefings were held twice in Augustand February, attended 115 persons in total.)
In FY 2023, meetings with overseas investors were held
72 times, mainly online interviews and in-person
interviews in Japan (Representatives, officers in charge,
etc. responded).
In the future, we will consider the resumption ofinterviews by representatives visiting overseas
investors, which had been conducted before the spreadof COVID-19.

- 31 -

Availability of
explanation by
the representative

No

Yes

Yes

Posting of IR Materials on
WebsiteEstablishment of Department
and/or Manager in Charge ofIR

In addition to posting of materials such as financialsummary reports, securities reports (Japanese only), andfinancial results briefing materials, audio or video data
(in Japanese) of the briefings for investors is available
on the website.
https://www.chibabank.co.jp/english/ir/library/
The Financial Management Department of the
Corporate Planning Division is in charge of IR. The
Executive Officer responsible for Corporate Planning
Division is the officer in charge of IR.

- 32 -

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of Internal Rules The Bank sets forth management strategies that will contribute to enhanced
for Respecting the Position of value for diverse stakeholders, including customers, shareholders,
Stakeholders
employees, and regional communities, and works to achieve those strategies
from a medium- to long-term perspective so that the Bank can grow steadily
together with stakeholders.
Implementation of<Chiba Bank Group Sustainability Policy>
Environmental Activities, CSR We aim to realize sustainable regional communities through our core
Activities etc.
businesses such as demonstrating the financial intermediation function.
Additionally, we engage in honest and fair corporate activities, as well asactivities to solve various issues facing the region, including climate change
and other environmental problems, as part of sustainable management withthe aim of balancing economic value and social value.
Each executive and employee of our group is actively working withawareness of their involvement in these activities. Through information
disclosure, we will foster a better relationship of trust with our stakeholders
and create a “new future for regional communities.”○Approach to respecting human rights[Establishment of human rights policy]
The Bank Group established the “Chibagin Group Human Rights Policy” toclarify the stance on respecting human rights. This policy sets forth theprinciples of respecting the human rights of all employees and prohibits
discrimination, harassment, and human rights violations. Moreover, We callon our customers and suppliers to respect and not violate human rights.
[Enhancing monitoring for stakeholders]
To define our basic approach and requirements for suppliers to conduct
environmentally and socially responsible procurement activities, the Bank
Group established the “Chibagin Group Procurement Policy.”
We provide an explanation of the “Chibagin Group Human Rights
Policy” and “Chibagin Group Procurement Policy” to all suppliers (business
partners) and seek their understanding and compliance with these policies.
Additionally, we conduct monitoring once a year to ensure that suppliers are
not involved in human rights violations.
We also strengthen monitoring for stakeholders such as employees andinvestment and financing clients, striving to prevent human rights
violations. In the case of any issues arising, we have established a system topromptly address them.
○Approach to environmental issues[Establishment of environmental policy]
In November 2020, the Bank Group established the “Chiba Bank Group
Environmental Policy” to clarify the Group's stance on environmental
conservation. This policy establishes policies for measures aimed at
resolving environmental issues, including climate change.
[Promotion of sustainable finance]
The Bank has positioned investments and financing that are intended tosolve environmental and social issues as “sustainable finance” and arestrengthening our efforts with an execution target of 2 trillion yen (including
1 trillion yen in environment-related finance) for the period from FY2019 toFY2030.
[Establishment of the policies on loans]- 33 -

The Bank established and published the policies on loans to projects, which
are expected to involve significant risks or negative impacts on theenvironment and society, and specific industrial sector, which are expected
to have a significant environmental and social impact associated with ourfinancing initiatives.
[Measures against climate change]
In December 2019, the Bank endorsed the recommendations of TCFD (Task
Force on Climate-related Financial Disclosures). The Sustainability
Promotion Committee discusses and deliberates on initiatives related toclimate change, and we respond to and manage risks and opportunities, anddisclose information in accordance with the TCFD recommendations.
In March 2022, the Bank declared its intention to achieve "carbon neutral by
FY2030" and announced that CO2 emissions (SCOPE1 + SCOPE2) will be
virtually zero by FY2030, and we are working to reduce CO2 emissions.
[Approach to natural capital]
In February 2023, the Bank endorsed the TNFD (Task Force on
Nature-related Financial Disclosure) initiative and joined the TNFD Forum.
As with climate change-related initiatives, our efforts regarding natural
capital and biodiversity are discussed and deliberated by the Sustainability
Promotion Committee, and we will respond to and manage risks andopportunities. In the future, we will strengthen our efforts to disclose
information and conserve natural capital and biodiversity in accordance with
the TNFD recommendations.
[Environmental performance of new head office building]
The Bank’s new head office building, completed in September 2020, utilizes
natural energy and promotes energy conservation. It incorporates features
such as Low-e double glazing and a complex air-conditioning system withenhanced environmental performance. The building has achieved aperformance equivalent to S rank according to the Comprehensive
Assessment System for Built Environment Efficiency (CASBEE).

Development of Policies on
Information
Provisionto
Stakeholders

Other[Forest development activities]
Since 2003, the Bank conducts “Chibagin Forest” forest development
activities with the purpose of protecting and maintaining forests. Volunteers
from the Bank, including executives, employees, and alumni continue toplant and cultivate trees in “Chibagin Forest.”
Recently, in October 2022, approximately 250 officers and employees of the
Bank planted 7,350 trees at “Chibagin Forest (sixth)” on the Tsurigasaki
coast of Torami, Ichinomiya-machi, Chosei-gun.
In “The Chiba Bank Group's Corporate Code of Conduct,” it is set forth thatthe Bank will provide active and fair disclosure of management informationand manage its operations in a transparent manner as a basic policy. To that
end, the Bank strives to provide information to stakeholders in a timely andappropriate manner by using financial results briefings, general meetings ofshareholders, annual reports, the corporate website, materials related tofinancial results, and other tools.
[Human Resource Development Policy]
The Bank Group believe it is necessary to create an organization that creates
new value by bringing together diversity specialists to realize core purpose“To create a local community better suited to bringing each person’s hope tolife”. Accordingly, we have established the Group Human Resources
Development Policy “Become someone who keeps fighting for thecustomer" with the idea that each and every employee should be "To be apartner who continues to keep fighting with customers, communities and- 34 -

colleagues."
The three core elements of the Human Resource Development Policy are"Think things through," "Utilize your own strengths," and "Gain more
supporters." We strive to develop and retain human resources by providing avariety of "learning, challenge, and practice" opportunities so that
employees can refine their own skills and maximize their abilities.
Regarding our HR strategy based on the Human Resources Development
Policy, the two pillars of "development of a Chiba Bank Group where
people grow" and "creation of an Organization with high personnel
engagement," and we are promoting the establishment of an organizationthat creates new social value.
[Internal Environmental Improvement Policy]
Based on the belief that promoting the creation of the company where each
employee can work in good physical and good mental health, and isrewarding leads to the provision of high-quality services to customers, we
are working to create a work environment where employees can work ingood health and with a high level of engagement.
We have formulated the “Health Management Declaration” with top
management taking the lead in health management, which is headed by theofficer in charge of human resources, and is led by the Human Resources
Division, the Health Insurance Society, and other organizations to promotemeasures to maintain and promote employee health. Through various healthmeasures, we aim to improve various health-related indicators and increase
employee engagement by encouraging employees to change their awarenessand behavior.
In addition, we have conducted an employee awareness survey (morale
survey) since 1991 as a mechanism to measure employee awareness andorganizational issues. In order to more accurately understand the status ofengagement of each employee and to improve human resource strategies
and measures, we are conducting a radical revised "Engagement Survey"
from FY2023.
We believe that "Financial Wellness," which supports economic stability, isalso important in pursuing employee well-being, as well as mental andphysical health and job satisfaction. Therefore, we concluded a corporate
service agreement with On Ad Co. Ltd, which is an affiliate established by
Chiba Bank jointly with Daishi Hokuetsu Bank, the Chugoku Bank, andNomura Holdings. In addition to receiving seminars and informationmaterials for employees, we provide employees with a fee-based asset
management consultation service as welfare benefits. In this way, we
provide support for employees’ life plan design and asset management, andare working to create an environment where employees can work with relief
by eliminating their concerns about future money.
[Support for balancing careers and private life]
Aiming to create a workplace culture in which everyone can balance workand private life, we support careers and private life balance by improving
the environment through the enhancement of various support systems, aswell as through career development support.
In the area of childcare, we enhance the leave system for childbirth andchildcare purposes, and have programs to support early return to work
(Online learning tools, e-mail magazines, and seminars during childcare
leave) for childcare leave workers to return to work as soon as possible, andtraining for employees returning to work accompanied by partners, as wellas two in-house childcare centers (Himawari Nursery CIT, jointly
established with the Chiba Institute of Technology, and Himawari Nursery
Chiba, under independent operation).
- 35 -

We also promote the participation of men in child-rearing, the rate of men
taking childcare leave reached 112.8%* in FY2023 through such measures
as recommending the formulation of action plans for balancing careers andprivate life of male employees who are planning to have a child.
For nursing care, we provide information through training and guidebooks
for employees of a certain age, and have also established a consultation deskwith advisors to prevent nursing care turnover.
The male childcare leave acquisition rate is calculated as the number ofmale employees who took childcare leave during the fiscal year / thenumber of male employees whose spouses gave birth during the fiscal year.
[Work style reforms]
In order to improve productivity and create a workplace environment where
employees can feel motivated, and to promote the active participation ofdiverse human resources, we are actively working on work style reforms.
We take measures to improve productivity with flexible work styles and thecorrection of long working hours, through the introduction of telework,
flextime systems, staggered working hours, and other systems, as well as
business reforms through the utilization of IT and the review of operational
processes. The paid leave utilization rate for FY2023 is 83%.
In addition, we promote measures that make the most of diversity, such as
the Diversity Forum (attended by all executives and workplace
representatives), which aims company-wide understanding and behavior
reforms, understanding of LGBT and other gender minorities, hiring ofpeople with disabilities, and supporting the active participation of seniorcitizens.
[Major external evaluations]
October 2014: Received Special Encouragement Award in Ikumen
Award 2014 from the Ministry of Health, Labour and Welfare
March 2015: Received Diversity Management Selection 100 from
the Ministry of Economy, Trade and Industry
December 2015: Received Awards to Commend Leading
Companies Where Women Shine (Prime Minister’s Award) fromthe Cabinet Office
April 2016: Received Excellent Enterprise Certification Mark
“L-Star” (top-ranked) based on the Act on Promotion of Women’sParticipation and Advancement in the Workplace (Chibagin
Securities Co., Ltd. and Chibagin Computer Service Co., Ltd. also
received L-Star in June and August in the same year, respectively)
February 2017: Certified as an Excellent Enterprise of Health andProductivity Management - White 500 by the Ministry of
Economy, Trade and Industry
March 2017: Received Encouragement Award in Excellent
Workplace Award for Companies with Pleasant Working
Environment and High Productivity from the Ministry of Health,Labour and Welfare
August 2017: Certified as “Platinum Kurumin” based on the Act
on Advancement of Measures to Support Raising Next-Generation
ChildrenNovember 2018: Received Minister Prize in Equal
Empowerment/Work-Life
Balance
ExcellenceAward(Family-Friendly Enterprises Category) from the Ministry of
Health, Labour and Welfare
March 2020: Selected for New Diversity Management Selection
100 Prime by the Ministry of Economy, Trade and Industry (firstin a financial institution)- 36 -

---

March 2021: Grand Prize in the Advance Category of the NPO
J-win’s “2021 J-win’s Diversity Award” (first in a regional bank)
Recognized as a “Distinctive Example” of a financial institution
contributing to regional development by the Cabinet OfficeFebruary 2022: Received "Platinum Eruboshi" certification basedon the Law for the Promotion of Women's Advancement (first in
the banking industry)
March 2022: Selected as a “Nadeshiko Brand” by the Ministry of
Economy, Trade and Industry and Tokyo Stock Exchange (for thefifth consecutive year since 2018)
June 2023: Certified as “Platinum Kurumin Plus” based on the
Act on Advancement of Measures to Support Raising
Next-Generation Children

Information on specific measures is provided on the Bank’s website.
(http://www.chibabank.co.jp/company/info/diversity/)- 37 -

IV. Matters Related to the Internal Control System
1. Basic Stance on Internal Control System and the Progress of System Development•
Development of systems for ensuring the proper operations
The Bank engages in the development and enhancement of internal control as shown below based on thebasic policies regarding the development of systems for ensuring proper operations (internal control systems)
set forth by the Board of Directors.
1. Systems for ensuring that business execution by Directors and employees comply with laws andregulations, as well as the Articles of Incorporation(1) We established the Compliance Regulations including The Chiba Bank Group's Corporate Code of
Conduct and Action Guidelines for Executives and Employees to clarify the guidelines for executives
and employees, ensure implementation through the "Compliance Manual" which is a concrete guide.
(2) We firmly oppose antisocial forces that threaten the order and safety of society and that undermine
healthy economic and social development. In addition, in order to prevent money laundering, etc., weestablish the "Basic Rules for the Prevention of Money Laundering, Terrorist Financing, Proliferation
Finance and Other Violations of Economic Sanctions" and operate and manage in accordance withthese rules.
(3) We reinforce a compliance structure by measures including setting up the Compliance Committee that
deliberates on important matters concerning compliance and by defining a division responsible forcompliance.
(4) We formulate a compliance program on a regular basis to provide a specific action plan for achieving
improvements in compliance and implement it.
(5) The Board of Directors decides on important matters concerning compliance and receives regular
reports on compliance.
(6) We establish "Basic Rules for Protection of Customers and Improvement of Convenience" to prevent
customers’ benefits from being unjustly impaired, and establish a system to appropriately manage
conflicts of benefits.
(7) Audit & Supervisory Board Members and internal audit units, which are independent from business
operating units, conduct audits on compliance regarding the effectiveness and appropriateness of thecompliance structure.
(8) We have a whistle-blowing system to receive reports directly from employees, etc., concerning
violations of laws committed by officers and employees, and the employees who made reports based on
the system are not treated disadvantageously. In this manner, we are operating the system properly.
2. Systems concerning storage and control of information related to the execution of duties by Directors
Concerning information related to the execution of duties by Directors, important documents such as
minutes of meetings and requests for approval are stored and controlled properly in accordance with
relevant laws, regulations, and internal rules, and are kept in an accessible condition as necessary.
3. Rules and other systems for managing risk of losses(1) We have set forth the Basic Policy on Risk Management and other risk management rules and clearly
define the divisions responsible for the management of each risk as well as the division in charge of theoverall management of risks faced by the Bank Group, thereby developing the Bank Group’s risk
management system.
(2) The Board of Directors decides on important matters concerning risk management and receives regular
reports on the Bank Group’s risk management.
(3) Audit & Supervisory Board Members and internal audit units conduct audits on risk management
regarding the effectiveness and appropriateness of the risk management structure.
(4) We have set forth a contingency plan that anticipates unforeseen circumstances such as large-scaledisasters and large-scale system failures, and conduct drills as necessary.
4. Systems for ensuring the efficient execution of duties by Directors(1) The Board of Directors decides on the execution of important business matters such as the Mid-term
Plan for the Bank Group and business measures and receives reports on their progress, etc.
(2) The Board of Designated Directors, consisting of Directors and Executive Officers who are appointed
by resolution of the Board of Directors, discusses a wide range of matters concerning the execution ofduties by Directors.
- 38 -

(3) Adopting an executive officer system, we have separated decision-making and the Directors’supervisory functions from executive functions, thereby expediting and streamlining decision-making
and business execution.
(4) Concerning Directors’ execution of business, we set forth executive authorities and execution
procedures, etc., in the Organizational Regulations, the Administrative Authorities Regulations, theDivision of Duties Regulations, etc. to ensure efficient operations.
5. Systems for ensuring the proper operations at the corporate group consisting of the Bank and its
subsidiaries(1) To ensure the proper operations at a corporate group consisting of the Bank and its subsidiaries (the“Chiba Bank Group”), we have established "Group Companies Management Regulations" that describe
the basic framework for group management, including management methods for our group companies,
and the Bank dispatches Directors and Audit & Supervisory Board Members to its subsidiaries asnecessary, thereby developing an integrated management system.
(2) The Group Strategy Division supervises each company, the departments in charge of group company
operations are responsible for planning, promotion, support, and risk management of matters related toeach company under its jurisdiction, and the management departments for group company manage theoperations under its jurisdiction across each company. In addition, the Bank’s internal audit units
conduct internal audits of each subsidiary to ensure the proper operations of the Chiba Bank Group as awhole.
(3) We have a system in which important business operations of subsidiaries are discussed with andreported to the Bank in a timely and appropriate manner through Group Strategy Division based on"prior consultation and reporting system.” In addition, officers of the Bank and subsidiaries exchange
opinions regularly to share information through the Group Supervision Committee and the Group
Promotion Committee etc, and strengthen the understanding, management and supervision of eachcompany’s business situation.
(4) The Bank and its subsidiaries comply with the arm’s length rule set forth by the Banking Act not tocause disadvantages to each other.
(5) The Bank and its subsidiaries set forth the Internal Control Regulations concerning financial reportingand define the divisions responsible for internal control, thereby developing a system for ensuring thereliability of financial reporting.
6. Matters concerning employees who support the duties of Audit & Supervisory Board Members and mattersconcerning the independence of such employees from Directors(1) Audit and Supervisory Support Office shall be as an organization independent of the executive officers.
(2) The Bank assigns assistants to Audit & Supervisory Board Members as employees to support the duties
of Audit & Supervisory Board Members under the direction by Audit & Supervisory Board Members.
(3) Assistants to Audit & Supervisory Board Members do not concurrently serve in positions involved inbusiness execution, and their personnel changes, etc., require the consent of Audit & Supervisory Board
Members. Their independence from Directors is ensured in this manner.
7. Systems for reporting from Directors and employees to Audit & Supervisory Board Members and othersystems for reporting to Audit & Supervisory Board Members(1) Executives and employees of the Bank and each company immediately report to the Audit &Supervisory Board or Audit & Supervisory Board Members if they find or are informed any facts that
may cause severe damage to the Bank or each company, such as any violation of laws and regulations,etc.
(2) Notwithstanding the preceding paragraph , the Audit & Supervisory Board may request Directors andemployees of the Bank and each company to make reports as necessary.
(3) No disadvantageous treatment is accorded to any executive or employee of the Bank or any othercompany who reports to the Audit & Supervisory Board in accordance with the preceding paragraphs(1) and (2).
8. Other systems for ensuring the effective audit by Audit & Supervisory Board Members(1) The Bank ensures effective audits by Audit & Supervisory Board Members by having them attend
Board of Directors’ meetings and other important meetings while coordinating with internal audit units
and the Accounting Auditor.
(2) Representative Directors exchange opinions with Audit & Supervisory Board Members regularly to- 39 -

maintain mutual understanding and relationship of trust.
(3) Expenses necessary for the execution of duties by Audit & Supervisory Board Members are borne by
the Bank upon request by the Audit & Supervisory Board Members.
•
Overview of the implementation status of the systems for ensuring proper operations
An overview of the implementation status of the systems for ensuring proper operations at the Bank in
FY2023 is as follows.
1. Execution of duties by Directors
In order to realize sustainable growth and improvement of medium to long term corporate value, Chiba
Bank Group established and published the Policy on Corporate Governance. The Group has introduced theGroup Chief Officer (CxO), and has established an integrated group management system by assigning aGroup Chief Officer as the person in charge of the area under his/her jurisdiction under the overall
supervision of the Group CEO. We held a Regular Meeting of the Board of Directors 12 times and an
Extraordinary Meeting of the Board of Directors 10 times, whereby decisions were made on importantbusiness execution such as performance plans and human resource strategies, and reports were made on the
progress of the Mid-term plan and the Business Improvement Plan. Through these efforts, we properly
supervise the execution of duties by Directors. In the operation of the Board of Directors, we devote
sufficient time to the discussion of important agenda items and invigorate the debate, taking into accountthe evaluation of the effectiveness of the Board of Directors and we regularly held free discussions onimportant medium-to long-term themes after the Board of Directors. In addition, the Board of DesignatedDirectors, consisting of Directors and Executive Officers appointed by the Board of Directors, met 47
times in total to discuss a wide range of matters concerning the execution of duties by Directors. In light of
the Business Improvement Order, in order to strengthen the group’s governance, the Bank added to theagenda of the Nomination, Compensation, and Management Advisory Committee matters related to theelection and dismissal of the Chairperson of the Board of Directors and the President of group companies,
and also resolved to appoint an Outside Director as the Chairperson of the Board of Directors starting in
FY2024.
2. Compliance structure
The compliance program was established by the Board of Directors for each year and the Compliance
Committee met 12 times to deliberate as needed on matters such as the status of the execution of the
program, measures to prevent recurrence of compliance violations based on root cause analysis, and efforts
for further enhancement of countermeasures against money laundering, terrorist financing, proliferation
financing, and other violations of economic sanctions. Important matters related thereto were reported to
the Board of Directors. In addition, based on “Chibagin Group Compliance Hotline Rules,” thewhistleblower protection rules are being appropriately applied by, for example, improving the system of
the whistleblower reporting hotlines established inside and outside the Group and continuously informing
about the prohibition of disadvantageous treatment. Also, as for measures for improvement to the Business
Improvement Order, we consider that firmly penetrating and establishing the Purpose Vision in theorganization is common to all problems, and we are verifying whether it is penetrated and establishedacross the organization in audits, and have started semi-annual reports to the Board of Designated Directors
and the Board of Directors on the activities of the Audit & Inspection Division to strengthen ourcompliance audits.
3. Risk management system
Based on the current risk recognition, the Bank Group annually reviews the "Risk Map" and otherinformation to select top risks. 10 top risks were selected for fiscal year 2023, and for each top risk, theofficer in charge of the department in charge of the risk took the role of risk owner, and the top risks were
properly managed by setting alarm points and creating action plans. In addition, the ALM Committee met
12 times, the Credit Risk Management Committee met four times, and the Operational Risk Management
Committee met twice to discuss policies for each risk. Reports were also made to the Board of Directors on
the status of integrated risk management, market/liquidity risk and credit risk semiannually.
Audit and Inspection Division, which is independent from the audited divisions, conducts internal
audits of the headquarters, branches, subsidiaries, etc., and reports the results of internal audits, matterspointed out, etc., to the "Internal Audit Committee" and the Board of Directors on a monthly basis. The
General Manager of the Audit and Inspection Division participates as an observer in Board of Designated- 40 -

Directors and other important committees, and conducts effective audits to collect information on risk
management and reflect it in audit plans. The state of cyber-attack occurrence and strengthening ofcountermeasures thereto, and management systems for cyber-attacks, etc., were regularly reported to theBoard of Directors. We conducted drills to set up an emergency headquarters in anticipation of theoccurrence of critical situations and to handle important businesses and communications drills for the
initial response in the event of a complete ATM failure on a holiday and storm and flood damage drills in
anticipation of a major typhoon.
4. Ensuring the proper operations at the Chiba Bank GroupThe Group Chief Officers are assigned responsibility for their areas of supervision, thereby creating agroup-wide corporate management system. In addition, we assign responsible Directors to supervise eachgroup company, dispatch Audit & Supervisory Board Members, conduct audits by the Audit and Inspection
Division of the Bank, discuss and report important business operations to the Bank based on the “priorconsultation and reporting system” of the Group companies, thereby ensuring proper operations at the
Chiba Bank Group, based on the “Group Companies Management Regulations.” The Group Supervision
Committee is held twice for the purpose of grasping the business conditions and various issues of eachgroup company, and the Group Promotion Committee, in order to realize synergistic effects through further
cooperation among the Bank and group companies, is held twice. Group Strategy Division was establishedto oversee overall business execution, including sales and administrative aspects, in order to realize
integrated group management and sophisticated group governance. Additionally, from the perspective ofclarifying responsibilities, the department in charge of operations at each company was designated as one
department at one company, and the scope of group-wide management of management resources, which
had been conducted only for risk management, was expanded, and management departments were
designated for each management resource. To strengthen group governance based on business
improvement orders, we have enhanced integrated management by reporting on the operational status andissue recognition by the CxOs to the Board of Directors and conducting interviews with officers andemployees of Group companies by Standing Audit & Supervisory Board Members of the Bank.
Additionally, the audit results from Chibagin Securities’ Audit and Inspection Division, which also
received business improvement orders, have been reported to the Bank’s Board of Directors. Some
members of the Bank’s Audit and Inspection Division have also been assigned to work concurrently in the
Chibagin Securities’ Audit and Inspection Division to directly contribute to the establishment of system.
5. Ensuring the effective audit by Audit & Supervisory Board Members
The Bank has adopted an Audit & Supervisory Board system. Audit & Supervisory Board Members
conducted objective and reasonable audits through means such as attendance at meetings of the Board of
Directors and other important meetings, checks on important documents, onsite audits at headquarters andbranches, holding of interviews with Directors and General Managers, and increasing the frequency ofinterviews with group company officers and employees and group-wide Audit & Supervisory Board
Members Meetings. In addition, Audit & Supervisory Board Members regularly exchange opinions withRepresentative Directors and Outside Directors, and the system has established for receiving direct
monthly reports from Audit and Inspection Division on the results of audits, etc. through the Internal Audit
Committee. The Audit & Supervisory Board Members hold three-way audit liaison meetings, etc. Throughclose cooperation, the Audit & Supervisory Board Members strive to improve the effectiveness of theirauditing functions. In order to facilitate the smooth operation of audits and other operations by Audit &Supervisory Board Members, the Bank has established the Audit and Supervisory Support Office, which is
independent from the business executives, and the General Manager of the Audit & Supervisory Board
Member's Office is responsible for these roles and for prompt reporting to, communication with, and close
cooperation with the Audit & Supervisory Board Members.

2. Basic Stance on Eliminating Antisocial Forces and the Progress of System Development
1. Basic stance on eliminating antisocial forces (basic policies)
The Bank’s basic policy is to firmly oppose and eliminate antisocial forces that threaten the order andsafety of society and that undermine healthy economic and social development.
2. Progress of system development for eliminating antisocial forces(1) Responsible divisions and persons in charge of prevention of damage from antisocial forces
The division responsible for compliance manages and administrates efforts to eliminate antisocial- 41 -

forces. We also allocate persons in charge of prevention of damage from antisocial forces at all businessbases.
(2) Links with external organizations
The Bank maintains links with police authorities and lawyers on a regular basis as a structure toprovide appropriate countermeasures against unreasonable demands.
(3) Collection and management of information concerning antisocial forces
We concentrate information concerning antisocial forces at the division responsible for compliance toallow unified management of such information by the division.
(4) Development of the response manual
We have the Compliance Manual and the Regulations Concerning the Prevention of Damage from
Antisocial Forces, which set forth basic matters toward eliminating antisocial forces, and a practicalmanual that covers specific methods to respond to antisocial forces.
(5) Status of implementation of trainings
We provide thorough training to employees on basic policies for firmly opposing and eliminating
antisocial forces and specific methods to respond to antisocial forces through level-specific andoperation-specific training and e-learning programs, etc.

- 42 -

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

Not Adopted

Supplementary Explanation
Not applicable.

2. Other Matters Concerning Corporate Governance System
1. Basic stance on information disclosure
In order to establish the trust of stakeholders including customers, shareholders, employees, and regional
communities and to enhance the transparency of management, the Bank will disclose information in a fair,timely, and appropriate manner so that stakeholders can understand it easily.
2. Information subject to disclosure and method of disclosure
The Bank will disclose information in accordance with the Companies Act, the Banking Act, the Financial
Instruments and Exchange Act, the Timely Disclosure Rules set forth by the Tokyo Stock Exchange, and otherrelated rules and regulations, etc. If important corporate information is found, the Bank will make proper
public announcement immediately pursuant to the Timely Disclosure Rules, and posts the same content on the
Bank’s website promptly.
Aside from such information, in response to the needs of stakeholders, we will actively disclose
information voluntarily on such matters as management policies and business content through the use of theInternet and printed publications, etc.
3. Internal structure concerning disclosure
The Bank complies with laws and regulations and to establish and pursue corporate ethics based on
corporate code of conduct. Disclosure required by related laws and regulations and voluntary disclosure areconducted properly pursuant to the provisions of various regulations.
Corporate information subject to timely disclosure is concentrated at Corporate Planning Division and ismonitored and managed pursuant to internal rules. The Corporate Planning Division discloses information ina timely manner based on the approval of President and responsible Directors in charge for disclosure, timingof disclosure and contents, obtained in accordance with internal rules (including reports to the Board of
Directors and the Board of Designated Directors as appropriate), after the compliance divisions examine thelegal requirements, etc. as necessary.
In addition, the properness of the procedures for disclosure is validated and assessed by the Audit andInspection Division, which is the division responsible for internal audits, and is reported to management.
[Administrative actions against the Bank and the Bank's consolidated subsidiary, Chibagin Securities Co., Ltd.
("Chibagin Securities") and future initiatives]
On June 23, 2023, Chiba Bank was issued with business improvement order for situations where a problem
related to the investors protection is recognized by the Kanto Local Finance Bureau, pursuant to Article 51,
Paragraph 2 of the Financial Instruments and Exchange Act, regarding the financial instruments intermediarybusiness related to the solicitation and sales of structured bonds. In accordance with Article 51 of the
Financial Instruments and Exchange Act, Chibagin Securities was issued with Business Improvement Orderfrom the Kanto Local Finance Bureau regarding business operations that violate the suitability principle forsolicitation sales of structured bonds.
Chiba Bank and Chibagin Securities have accepted this situation with the utmost gravity, and we will continue
our efforts to improve operations and prevent a recurrence of these issues while striving to rebuild the trust of
all of our stakeholders, including our customers.
The Bank and Chibagin Securities submitted their respective business improvement report to the Kanto
Local Finance Bureau based on their respective business improvement orders.
Release (https://www.chibabank.co.jp/english/pdf/topic20230724_01.pdf)
Release (https://www.chibabank.co.jp/english/pdf/topic20230831_01.pdf)
Release (https://www.chibabank.co.jp/english/pdf/topic20231016_01.pdf)
Release (https://www.chibabank.co.jp/english/pdf/topic/2024/topic20240115_02.pdf)- 43 -

Release (https://www.chibabank.co.jp/english/pdf/topic/2024/topic20240415_01.pdf)- 44 -

[Corporate Governance System] (As of July 1, 2024)- 45 -

[Risk Management System] (As of July 1, 2024)
Audit & Supervisory Board

Board of Directors

Audit & Inspection Division
Board of DesignatedDirectors

Compliance
Committee

ALM Committee

Credit Risk
Management
Committee

Operational Risk
Management
Committee

Cybersecurity Risk
Management
Committee

Compliance and Risk Management Division [a section that coordinate risk management]

Compliance Risk

Integrated
Risk

MarketRisk

Liquidity
Risk

Treasury Division
Treasury Operation
Division

Credit Risk

Operational Risk

Business Support
Division

Operation Planning
Division

Loan Support
Division

EDP System DivisionCorporate Planning
Division

Human Resources
Division
Corporate Administration
Division

Branches, Headquarters, Group companies, etc.

- 46 -

[Status of internal systems relating to timely disclosure of corporate information] (As of July 1, 2024)<Monitor and manage corporate information>
・Concentrate information at Corporate Planning
Division at any time

<Corporate information disclosure procedure>・Decide in preparation, examination, andimplementation of information disclosure any time・・Prepare information disclosed

・Decide to disclose information

Corporate Planning Division(Person responsible for
information handling:
General Manager of Corporate
Planning Division)

President,
Responsible Director
Board of Director
Board of DesignatedDirectors

・Examine legal requirements
Compliance and Risk
Management Division

Audit and Inspection Division

・Audit of legal compliance structure- 47 -

Audit & Supervisory Board
Members

Timely disclosure of corporate information

Corporate Planning Division

Monitor and manage information on businessunder respective jurisdictions

Subsidiaries

Headquarters(corporate divisions having jurisdiction)

Branches<Verification of internal management structure>

Unified management of corporate information

・<Disclosure>[Skills Matrix]※The matrix does not exhaustively show the specialty and experience of each of the Directors and Audit & Supervisory Board Members.
List of Directors andAudit & Supervisory Board
MembersName
TsutomuYonemoto
KiyomiYamazakiMutsumiAwaji
Takashi
Makinose
Masayasu
Ono
Yuko
Tashima
YasukoTakayama
Takahidekiuchi
Ryoji
Yoshizawa
Hironaga
Fukuo
Kazuhiro
KikuchiNorikazu
Takahashi
Chigusa
Saito
WataruTakahashi

Position

Specialties and Experience of Directors and Audit & Supervisory Board Members
Corporate
International
Risk
Corporatefinance andRegionalbusinesses/
Sustaina
management
IT/DX
management
accounting/sales
Market-bility/Legal affairs
Finance
operations
●

●

●

●

Director

●

●

●

●

Director●●

Director

●

●

●

●

President●

Director●

Outside Director

●

●

●
●

●

●
●

●

●
●

Outside Director●

Outside Director

●

●

●

Outside Director

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Audit &
Supervisory Board
MemberOutside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberAudit &
Supervisory Board
MemberOutside Audit &Supervisory Board
Member●●●●Contents of each skill item
[Corporate management] Experience as a top executive of a company or other organization, with the ability to execute in order tomaximize business results[Corporate finance and accounting/Finance] Knowledge of banking finance and accounting, and financial business backed up bybusiness experience[Risk management/Legal affairs] The ability to correctly identify and assess the risks involved in banking. Knowledge of legal mattersrelated to the banking industry and the ability to perform their duties in an appropriate and sound manner[Regional sales] Familiarity with the products and services offered by the Bank, and to have the knowledge, experience and ability tocontribute to the resolution of issues faced by regional customers[International businesses/Market operations] Global perspective based on overseas experience, and to have knowledge, experience,
and ability related to overseas business and market operations[IT/DX] Knowledge of IT and DX, and able to contribute to the enhancement of the DX promotion system and the associated humanresource development, utilization of new technologies, and advancement of cyber risk management[Sustainability] Knowledge, experience and ability to contribute to the sustainable growth of the Bank by addressing environmental,social and community issues- 48 -