[This is an English translation prepared for reference purposes only. Should there be any
inconsistency between the translation and the original Japanese text, the latter shallprevail.]JT Corporate Governance Policy
Chapter I. General Provisions
1.

Basic Concept concerning Corporate GovernanceCorporate governance at JT shall be the system for conducting transparent, fair, timely
and decisive decision-making to pursue the 4S model, JT’s management principle, which is “tostrive to fulfill our responsibilities to our valued consumers, shareholders, employees and thewider society, carefully considering the respective interests of these four key stakeholder groups
and exceeding their expectations wherever we can.”JT hereby sets forth the JT Corporate Governance Policy and shall strive to enhance
corporate governance, based on the understanding that doing so will lead to sustainable profit
growth and increased corporate value for the JT Group in the medium to long term, which willcontribute to the development of its stakeholders and eventually the economy and society as awhole.
2.

Management Principle and Purpose
Management Principle
JT’s management principle is to pursue the 4S model, which is “to strive to fulfill our
responsibilities to our valued consumers, shareholders, employees and the wider
society, carefully considering the respective interests of these four key stakeholder
groups and exceeding their expectations wherever we can.”PurposeThe JT Group Purpose shall be “Fulfilling Moments, Enriching Life.”
Resource Allocation Policy
In order to realize sustainable profit growth and increased corporate value in themedium to long term, JT shall allocate management resources based on the 4S modeland the JT Group Purpose while prioritizing business investment.

1Chapter II. Basic Policy concerning Corporate Governance1.

Appropriate Cooperation with Stakeholders

JT shall pursue the 4S model and fulfill its responsibilities towards all stakeholders,which include consumers, shareholders, employees and society, while balancing theirrespective interests, based on the understanding that appropriate cooperation with all
itsstakeholders will lead to sustainable profit growth and increased corporate value for JT in themedium to long term.
2.
Securing the Rights and Equal Treatment of Shareholders and Dialogue with
Shareholders
JT shall take appropriate measures, develop an environment, and have constructive
dialogue with shareholders to secure their rights and equal treatment. Members of the Board
shall strive to take balanced, appropriate measures towards all stakeholders based on suchdialogue.
3.

Ensuring Appropriate Information Disclosure and Transparency

JT shall appropriately disclose financial and non-financial information in compliancewith the relevant laws, rules of the Financial Instruments Exchange and internal Company rules,
as well as proactively engage in transparent and fair disclosure of information. The Board of
Directors shall appropriately exercise supervision over these activities. JT shall ensure fairness
towards all investors, including shareholders, with regard to disclosure of information, and treat
material information, including insider information, in an appropriate manner.
4.

Responsibilities of the Board of Directors

The Board of Directors, based on its responsibilities towards all stakeholders, shalldetermine JT Group management strategies, aiming to promote sustainable profit growth andincreased corporate value for JT in the medium to long term, as well as to construct a solid
financial base. Additionally, it shall appropriately fulfill its roles and responsibilities infacilitating timely and decisive decision-making by the Members of the Board and Executive
Officers, as well as in exercising highly effective supervision.
The Audit & Supervisory Board shall appropriately exercise supervision from an
objective perspective, acknowledging that it performs a part of the roles and responsibilities of
the Board of Directors. Members of the Board, Audit & Supervisory Board Members andExecutive Officers shall fulfill those roles and responsibilities in a professional manner with ahigh sense of ethics and integrity.

2Chapter III. Relationship with Stakeholders
1.

Appropriate Cooperation with Stakeholders(1)

Formulation and Implementation of a Code of Conduct

JT defines compliance as “Actions for the shared JT Group Purpose, based on
the values and ethics we must hold in order to become better corporate employees andcitizens.” In order to achieve such implementation, JT shall formulate the “JT Group
Compliance Policy” outlining the values and ethics shared globally throughout the JT
Group. In addition, the corporate and business divisions shall formulate codes ofconduct tailored to their specific environments and characteristics, and takeappropriate measures to ensure they are broadly disseminated and observed across theorganization.
Further, the Board of Directors shall assume responsibility to revise the “JTGroup Compliance Policy,” determine compliance action plans, and discuss the
progress of those plans based on periodical reports.
(2)

Measures related to Sustainability

JT shall, in order to achieve sustainable growth, define and proactively
address issues related to sustainability through communication with stakeholders aswell as disclose the status of the Company’s actions on those issues in a timely andappropriate manner through the Integrated Report, its website, etc. JT shall take theseactions based on its belief, that it is essential to actively contribute to the sustainable
development of society through its business activities based on the 4S model.
Further, the Board of Directors, understanding that addressing and taking
measures towards domestic and foreign issues related to sustainability are essential
business challenges that would not only lead to risk mitigation but also profit-earning
opportunities from the perspective of increasing corporate value in the medium to longterm, shall formulate basic policies for such measures and proactively work on such
issues mainly through receiving reports from and holding discussions with Membersof the Board in charge of sustainability as necessary.
(3)

Ensuring Diversity

JT shall respect different backgrounds and values, including, but not limited
to, gender, age, nationality, personality, experience and expertise, and strive to foster
an organizational culture where the abilities of diverse human resources can be
maximized, in order to contribute to sustainable profit growth and increased corporate
3

value for JT in the medium to long term, based on recognition that employing a diverse
workforce is a strong source of competitiveness.
(4)

Implementation of an Internal Reporting System (Whistle-blower system)

JT shall establish an internal consultation and reporting desk as well as anexternal consultation and reporting contact. It shall also conduct investigations andimplement corrective measures as necessary upon confirming the details of all reports,
and at the same time protect the privacy of all persons making reports, prohibiting
disadvantageous treatment.


The Board of Directors shall organize a consultation and reporting systemthrough the division in charge of compliance, receive periodical reports
from the JT Group Compliance Committee, and monitor operation of thesystem.
Audit & Supervisory Board Members shall establish a consultation andreporting desk which is independent of business operations.

2. Securing the Rights and Equal Treatment of Shareholders and Dialogue with
Shareholders(1)

Securing the Rights of Shareholders

JT shall take appropriate measures for securing the rights and equal treatmentof shareholders, including voting rights at shareholders’ meetings.
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(2)

In the event that a considerable number of votes are cast against an agenda
item proposed by the Company at a shareholders’ meeting, the Board of
Directors shall appropriately analyze the reasons behind opposing votes
and consider whether measures are necessary.
In the event that JT proposes that a portion of matters to be resolved at ashareholders’ meeting will be delegated to the Board of Directors, JT shallconsider whether there is a system in place to facilitatethe Board of
Directors in appropriately fulfilling its roles and responsibilities
regarding that matter.

Exercising Shareholders’ Rights at Shareholders’ Meetings

JT, understanding that a shareholders’ meeting is a place for constructive
dialogue with shareholders, shall prepare an appropriate environment for theshareholders to exercise their voting rights.
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(3)

JT shall provide information which would benefit the shareholders’exercise of voting rights in a timely and appropriate manner through its
website, investor briefing sessions and shareholders’ meetings, etc.
JT shall strive for accurate statements and early delivery of convocation
notices and announce the details (in Japanese and English) on TDnet andits website prior to delivery.
JT shall set the date of the Ordinary General Meetings of Shareholders
avoiding those on which many other companies hold shareholders’meetings.
JT shall organize an environment for exercising voting rights through theinternet, such as the use of electronic platforms.
In the event that a shareholder, who possesses shares in the name of atrust bank, etc., wishes to exercise their shareholder rights in advance ofa shareholders’ meeting, JT shall allow such exercise upon completingthe specified procedures.

Dialogue with Shareholders

JT shall take appropriate measures in reply to the shareholders’ requests for
dialogue, so as to contribute to sustainable profit growth and increased corporate value
for JT in the medium to long term.
The Members of the Board, Executive Officers or Audit & Supervisory
Board Members shall respond, as necessary, to shareholders’ requests for
dialogue, depending on the purport and intention of such dialogue.
The Board of Directors shall formulate policies, as below, to implementa system and measures, all in order to promote constructive dialogue withshareholders.
 Dialogue with shareholders shall be managed by the appointed
Member of the Board in consideration of the preferences andinterests, etc., of the shareholders, and be handled by divisions
including the one in charge of IR, under the supervision of theappointed Executive Officer.
 In order to enhance the quality of dialogue with shareholders, aneffective cooperation system shall be constructed, such as
exchanging opinions between relevant divisions, based on
specialized points of view.
 As means of dialogue other than individual meetings, investor
briefing sessions, overseas IR tours, factory tours, etc., shall be held,in which Members of the Board and Executive Officers shall actively
participate.
 The details of dialogue with shareholders shall be periodically
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(4)

reported to the Board of Directors through the appointed Member ofthe Board or the appointed Executive Officer.
 Material information, including insider information in the course of
dialogue with shareholders, shall be appropriately treated inaccordance with the relevant laws, rules of the Financial Instruments
Exchange and internal Company rules.
JT shall strive to periodically identify its shareholder ownership structure.
JT shall disclose information in English within a reasonable extent, in
consideration of the ratio of overseas investors, etc., among JT’s
shareholders.

Strategic Shareholding

JT shall formulate, as follows, and shall appropriately operate a policy on
strategic holding of listed shares and standards for exercising voting rights.


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(5)

JT shall own shares as strategic holdings only when determined beneficial
to sustainable profit growth and increased corporate value for JT in themedium to long term.
The Board of Directors shall examine all shareholdings each year todetermine whether they are appropriate in terms of their objectives, aswell as risks and benefits are commensurate with the capital cost.
JT shall appropriately sell shares that are no longer considered beneficial
to hold as a result of this examination.
JT shall exercise its voting rights upon comprehensively determining the
purpose of possession and potential detriments to the stock value of thesubject company.

Takeover Defense Measures

JT does not have any takeover defense measures in place, and in the event thatJT’s shares are subject to a takeover bid, the opinions of the Board of Directors shallbe clearly explained and no measures that may interfere with the shareholders’ rights
to relinquish shares shall be taken.
(6)

Capital Policy that May Be Detrimental to the Interests of Shareholders

With respect to capital policy that may cause a change or significant dilutionof control, the Board of Directors shall take appropriate measures and disclose
information according to laws and regulations as well as rules of the relevant Financial
Instruments Exchange, etc.
6(7)Transactions among Associated Interested Parties

In order to ensure the interests of JT and the common interests of its
shareholders, the Board of Directors shall set forth procedures, as follows, in the eventthat JT is to conduct transactions with Members of the Board, Audit & Supervisory
Board Members, Executive Officers and major shareholders.
Competitive transactions and conflict of interest transactions of Membersof the Board as well as uncustomary transactions between JT and
Members of the Board, Audit & Supervisory Board Members, Executive
Officers or major shareholders shall require approval of and reporting by
the Board of Directors.

Chapter IV. Corporate Governance System
1.

General(1)

Organization Design

JT chooses to have a fair and independent Audit & Supervisory Board andshall, from the perspective of development of an effective governance system, strive
to enhance corporate governance by utilizing voluntary structures. The structures
include establishing the Advisory Panel on Nomination and Compensation comprised
entirely of Members of the Board who do not serve as Executive Officers, of whichmore than half of the members are independent Outside Directors, as well as
establishing the JT Group Compliance Committee composed of the President andChief Executive Officer, Executive Vice Presidents and outside experts.
(2)
Fiduciary Responsibilities of Members of the Board and Audit & Supervisory
Board Members
Members of the Board, Audit & Supervisory Board Members and Executive
Officers, understanding their fiduciary responsibilities towards shareholders as well as
responsibilities towards stakeholders, shall aim for sustainable profit growth andincreased corporate value for JT in the medium to long term through the pursuit of the
4S model. Members of the Board and Audit & Supervisory Board Members, in orderto fulfill such responsibilities, shall maintain concurrent posts as director in other listedcompanies to a reasonable extent, report to the Board of Directors the situation of
concurrent posts and disclose it every year.
(3)

Support for Members of the Board and Audit & Supervisory Board Members
7

For appropriate and effective execution of duties by Members of the Board
and Audit & Supervisory Board Members, JT shall prepare and enhance a support
system concerning information sharing and training which is the foundation of the said
execution of duties, and the Board of Directors and the Audit & Supervisory Board
shall confirm as necessary, whether such support system is appropriately operated.
Members of the Board and Audit & Supervisory Board Members, in order toappropriately fulfill their expected roles and responsibilities, shall strive to proactively
collect information and study, through methods such as requesting additional
information be provided by the Company.
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2.

JT shall ensure collaboration among the Operational Review andBusiness Assurance Division, which is an internal auditing department,
Members of the Board and Audit & Supervisory Board Members, by
sharing audit plans and records as well as exchanging opinions, etc.
JT shall set forth policies concerning training for Members of the Board
and Audit & Supervisory Board Members as follows.
 JT shall provide, arrange and incur costs for training opportunities
for Members of the Board and Audit & Supervisory Board Members
in order to acquire knowledge necessary for understanding andfulfilling each of their roles and responsibilities, such as knowledge
on business, financial affairs and organization. These opportunities
include training for newly appointed members, compliance andperiodical lectures by outside experts such as attorneys, andproviding information in a timely manner.

Board of Directors and Its Members(1)

Composition of the Board of Directors

In order for the Board of Directors to determine JT Group management
strategies and important matters and to fulfill roles and responsibilities effectively as
the body exercising supervision over all business activities, the concept concerning thecomposition of the Board of Directors shall be set forth as follows.


The Board of Directors shall have as many members as necessary andappropriate, up to a maximum of fifteen (15). It shall be comprised ofdiverse professionals with a high sense of ethics and integrity as well as
knowledge, experience and skills, taking into consideration such factors
as gender, nationality, country of origin, work experience, race, ethnicity,
cultural background, along with necessary skills for the Members of theBoard.
The Board of Directors shall comprise at least one-third of independent8

Outside Directors with qualifications conducive to promoting sustainableprofit growth and increased corporate value for the Company in themedium to long term in order to strengthen supervisory functions andmake management transparent.
(2)

Nomination of Candidates for Members of the Board

Nomination of candidates for Members of the Board and Audit & Supervisory
Board Members, dismissal of Members of the Board from their roles as Executive
Officer or other designated positions and related matters shall be conducted under theappropriate supervision of the Board of Directors, according to the following policies
and procedures.
JT shall work on expanding, in terms of quality and quantity, the groupof executive candidates exhibiting qualities conducive to promoting
sustainable profit growth and increased corporate value in the medium tolong term by pursuing the 4S model. Specifically, JT intends to enhancethe development of a group of executive candidates and improve thesubstance of succession plans, along with the process for formulatingsuch plans, while referring to outside opinions from the Advisory Panelon Nomination and Compensation, which is comprised entirely ofMembers of the Board who do not serve as Executive Officers and ofwhich more than half are independent Outside Directors.
Candidates for the Members of the Board shall be nominated byresolution of the Board of Directors. The resolution shall be made after
securing opportunities to receive appropriate advice from independent
Outside Directors by having the Advisory Panel on Nomination andCompensation deliberate on a candidate proposal formed by the President
and report the content and results of its deliberations to the Board of
Directors.
Candidates for the Audit & Supervisory Board Members shall be
nominated by resolution of the Board of Directors as persons who are
expected to perform their duties appropriately from a position
independent of the Board of Directors. The resolution shall be made after
securing opportunities to receive appropriate advice from independent
Outside Directors by having the Advisory Panel on Nomination andCompensation deliberate on a candidate proposal formed by the President
and report the content and results of its deliberations to the Board of
Directors, upon receiving prior consent from the Audit & Supervisory
Board.
Dismissal of Members of the Board from their roles as Executive Officer
or other designated positions in the cases where they do not meet the9required qualifications or have become unable to perform their duties
shall be made by resolution of the Board of Directors after securing
opportunities to receive appropriate advice from independent Outside
Directors by having those Members of the Board who are not subject todismissal request the Advisory Panel on Nomination and Compensation
to deliberate on the proposal for dismissal and report the content andresults of its deliberations to the Board of Directors.
Further, when proposing candidates for the Board and Audit & Supervisory
Board Members at shareholders’ meetings, the reasons for appointment of individual
candidates shall be disclosed, likewise when the Board of Directors has resolved todismiss Members of the Board from their roles as Executive Officer or otherdesignated positions, the reason for dismissal shall be disclosed.
(3)

Members of the Board and Executive Officers’ Remuneration

The Board of Directors shall appropriately decide on remuneration for
Members of the Board and Executive Officers according to the following policies andprocedures.


In order to ensure objectivity and transparency, the Board of Directors
shall establish the Advisory Panel on Nomination and Compensation as avoluntary advisory panel serving the Board of Directors. All members of
the Panel shall be Members of the Board who do not serve as Executive
Officers and more than half shall be independent Outside Directors. The
Panel shall respond to consultation, discuss and recommend policies,
systems, etc., concerning remuneration for JT’s Members of the Board
and Executive Officers, as well as monitor the situation of remunerationof Members of the Board at JT.
The Board of Directors shall adopt a remuneration system comprised ofperformance-linked remuneration and a stock remuneration
corresponding to nature of duties performed by each Member of theBoard and Executive Officer, and determine remuneration based on thefollowing basic principles.
 Set remuneration at an adequate level to retain personnel withsuperior capabilities.
 Link remuneration to company performance so as to motivate
executives to achieve their performance targets.
 Link remuneration to company value in the medium to long term.
 Ensure transparency by implementing an objective and quantitative
framework.
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(4)

Requirements and Qualifications for Independent Outside Directors

The Board of Directors, for the purpose of securing the independence ofindependent Outside Directors, shall establish, as follows, a set of independence
criteria based on those set forth by the relevant Financial Instruments Exchange, as
well as strive to nominate as candidates for independent Outside Directors, personnel
who can proactively and constructively voice their opinions and contribute.
Independent Outside Directors are persons who are not:1. A person who belongs to or belonged to JT, JT’s affiliate companies orJT’s sister companies;
2. A person who belongs to an organization such as a company of which
JT is a major shareholder;
3. JT’s major shareholder or a person who belongs to an organization suchas a company which is JT’s major shareholder;
4. An individual or a person associated with an organization such as acompany which is a major supplier/customer to JT or to which JT is amajor supplier/customer;
5. An individual or a person associated with an organization such as acompany which is JT’s major lender or other major creditor;
6. An accounting auditor or certified public accountant acting as JT’s
accounting advisor, or a person who belongs to an auditing firm acting
as JT’s accounting advisor;
7. An individual or a person associated with an organization such as acompany, which provides JT with expert services or consulting
services concerning legal affairs, financial affairs, tax affairs, etc., andreceives a large amount of compensation for the services;
8. An individual or a person associated with an organization such as acompany which receives a large amount of donation from JT;
9. A person who has recently met any of the criteria in 2 through 8 above;or
10. A close relative of any one of the following:i.
An individual who meets any of the criteria in 2 through 8 above(a person who implements important duties in an organizationsuch as a company which meets any of the criteria in 2 through8 above);ii.
A Member of the Board, Audit & Supervisory Board Member,accounting advisor, Executive Officer or employee of JT, JT’s
affiliate companies or JT’s sister companies; oriii.
A person who has recently been either i or ii
NOTES:
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“An organization such as a company of which JT is a major shareholder”
means an organization such as a company of which JT owns more than
10% of its issued stocks.
“JT’s major shareholder” means an individual or an organization suchas a company, which owns more than 10% of JT’s issued stocks.
“A major supplier/customer to JT or to which JT is a major
supplier/customer” means an individual or an organization such as acompany, which has business transaction with JT accounting for morethan 2% of JT’s consolidated revenue or of their consolidated revenue
in a fiscal year.
“JT’s major lender or other major creditor” means a financial
institution mentioned as a major lender in the Business Report, areference document for Ordinary General Meetings of Shareholders
included in the Notice of Convocation, or a financial institution
mentioned as a lender or a financial advisor, etc., in documents releasedon occasions such as major M&A in the past.
“An individual who provides JT with expert services or consulting
services concerning legal affairs, financial affairs, tax affairs, etc., andreceives a large amount of compensation for the services” means one
who receives compensation of more than 10 million yen in return forsaid services in a fiscal year. “An organization such as a company
which provides JT with expert services or consulting services
concerning legal affairs, financial affairs, tax affairs, etc., and receivesa large amount of compensation for the services” means one which
receives compensation accounting for more than 2% of annual grossrevenue of that organization in a fiscal year. However, in cases wherean organization receives compensation accounting for less than 2% of
its annual gross revenue and an expert belonging to that organization
receives more than 10 million yen in return for their services for JT,
said expert is regarded as one mentioned above.
“An individual or a person associated with an organization such ascompany which receives a large amount of donation from JT” means
one who receives donation of more than 10 million yen in a fiscal year.
In case where the recipient of donation from JT is an organization suchas a company which receives donation of more than 10 million yen or
donation accounting for more than 2% of that organization’s annual
gross revenue or consolidated revenue in a fiscal year, a person
belonging to such organization is regarded as one mentioned above.
“A close relative” means a spouse or a relative within the second
degree of relationship.
“A person who implements important duties” means one who is amember of the board, executive officer or division head.
12“Recently,” which is mentioned in 9 and 10 above, means within thelast 5 years.

Regardless of the notes above, in cases where a person is regarded as
independent of JT substantially as a result of examination of that person’s
past career and current titles, JT may appoint said person as an independent
Outside Director. In which case, JT shall explain reasons for its assessment
externally.
(5)

Roles and Responsibilities of Independent Outside Directors

JT, for the purpose of strengthening the supervisory functions of the Board of
Directors, shall obtain advice on various agendas at the Board of Directors meetings
and reflect them in management, so as to utilize the insights and high independence ofindependent Outside Directors.
Further, independent Outside Directors, from the viewpoint that they are
expected to contribute to the enhancement of discussions at the Board of Directors
meetings, shall exchange information and share knowledge based on independent andobjective positions at meetings composed of only independent Outside Directors, andJT shall arrange opportunities for exchanging opinions between independent Outside
Directors and other Members of the Board or Audit & Supervisory Board Members.
(6)

Evaluation of Effectiveness of the Board of Directors

The Board of Directors, for the purpose of strengthening its supervisory
functions, shall evaluate the effectiveness of its operation system and contents ofdiscussions by each Member of the Board and Audit & Supervisory Board Members,
and shall conduct analysis and evaluation based on such results as well as disclose asummary of the results annually.
(7)

Active Deliberations of the Board of Directors

The Board of Directors shall strive to foster an atmosphere in which allparticipants including Outside Directors will be able to hold unrestricted andconstructive discussions and exchange opinions. Additionally, for the sake of active
deliberations, the Board of Directors shall distribute materials for their meetings inadvance and provide sufficient explanation so that the participants will be able to havesufficient time for consideration. Further, in order to ensuresufficient time fordiscussions and flexibility concerning convening Board of Directors meetings, theBoard of Directors shall adjust, as necessary, the subjects of discussions and frequency
of conventions, upon determining in advance the annual schedule and subjects of13

discussion, etc., for the Board of Directors meetings.
(8)

Formulation of Business Plans

The Board of Directors, for the purpose of efficiently fulfilling its roles andresponsibilities as a body for supervision over all business activities, shall determine
JT Group management strategies and important matters. Having properly grasped thecapital cost to the Company, the Board of Directors shall formulate business plansincorporating business investments and capital policies, etc.; supervise appropriately
for realizing such business plans; periodically grasp and analyze the progress andresults; and reflect them in business plans for the next term onwards.
Further, JT, when announcing the business plans, shall provide explanations
using specific and simple expressions on its website, at investor briefing sessions andshareholders’ meetings, etc.
(9)Delegation of Authority

The Board of Directors shall set forth in the Board of Directors Regulations
matters to be discussed at the Board of Directors meetings. In addition, for the purposeof realizing timely decision-making and high-quality execution of business, the Boardof Directors shall set forth a clear decision-making process based on Responsibility
and Authority Regulations concerning essential business matters as well as
appropriately delegate authority as necessary to Executive Officers based on JT Groupmanagement strategies, under the Executive Officer system.
(10)

Maintenance of Internal Control and Risk Control System

The Board of Directors shall maintain a compliance system such as byestablishing the JT Group Compliance Committee composed of the President andChief Executive Officer, Executive Vice Presidents and outside experts, andcompliance committees within the corporate and business divisions; construct a risk
management system throughout the JT Group such as by determining basic policies
concerning the construction and maintenance of an internal control system; and ;monitor operation of such systems through the internal auditing division.
3.

Audit & Supervisory Board and Its Members

The Audit & Supervisory Board shall be composed of persons with proven experiencein business, law, financial affairs and accounting, etc. The Audit & Supervisory Board Members,in addition to participating in the Board of Directors meetings and other important meetingsand making remarks as an independent body mandated by the shareholders, shall actively
14exercise their authority such as by proactively inspecting business bases, etc., as well as
appropriately conduct audits from an objective position corresponding to the nature of duties
of independent Outside Audit & Supervisory Board Members or standing Audit & Supervisory
Board Members.
4.

Accounting Audit(1)

Accounting Auditor

JT, in order to ensure the accounting auditor’s appropriate audit, shall securesufficient time to enable high-quality audits; provide opportunities to contact Membersof the Board and Executive Officers; and provide an appropriate auditing environment
enabling sufficient cooperation among the accounting auditor, Audit & Supervisory
Board Members, internal auditing division and Outside Directors. Further, in the eventthat an accounting auditor indicates a deficiency or problem or discovers misconduct,
JT shall appropriately take measures in accordance with the circumstances.
(2)

Evaluation and Selection of the Accounting Auditor

The Audit & Supervisory Board shall establish the Standards for Evaluating
and Selecting an Accounting Auditor. The evaluation and selection of the accounting
auditor shall be conducted in accordance with said standards, and be based on acomprehensive judgment, considering various factors such as independence from thecompany, degree of expertise, adequate experience, size and overseas network capableof efficiently implementating accounting services corresponding to JT’s broad rangeof business activities, solidity of the auditing system, fair and reasonable audit plans
and expenses.
Effective Date: February 4, 2016
Revised: January 1, 202415