Corporate Governance Report
Last Update: July 12, 2024
Tokyo Century Corporation
President & CEO Koichi Baba
Contact: Public Relations & Investor Relations Division
Securities Code: 8439
https://www.tokyocentury.co.jp/en/
The corporate governance of Tokyo Century Corporation is described below.

I.

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

1. Basic Views
Recognizing that effective corporate governance is a key for maximizing corporate value, Tokyo Century
endeavors to create a sound and highly transparent management structure that swiftly responds to changes inthe business environment and makes accurate decisions.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]This report is presented in accordance with the Code after its revision in June 2021.
Tokyo Century 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-Shareholding
Policy on Cross-Shareholdings
Cross-shareholdings by Tokyo Century (equity securities held for purposes other than pure investment)
consist of shares issued by important stakeholders of Tokyo Century Group, such as its major business
partners, shareholders, and lenders. The shares held are necessary to promote Tokyo Century’s business overthe medium to long term. In addition, Tokyo Century considers whether or not these cross-shareholdings
should be continued by periodically reviewing the corresponding business relationships and the status of profit
or loss and by having the Board of Directors verify the reasons for these holdings and whether the benefits ofholding these shares exceed the capital costs. In cases where the rationality of such holdings is not recognized,a proposal regarding the reduction of said shares is made. In fiscal 2024, Tokyo Century plans to continue toreview all of the shares held.
Policy on the Exercise of Voting Rights
The decision to approve or disapprove each agenda item is made by the division in charge of exercising thevoting right (Corporate Planning Division) after considering the benefits of being a shareholder and the
purpose of holding the relevant shares in consultation with the Operation Headquarters, Credit Supervision
Unit, and other divisions. The Company has also established internal procedures on the exercise of voting
rights to provide a checklist and clarify the related process. Particularly with regard to items that may damage
the corporate value of the issuer of the shares or Tokyo Century’s interests as a shareholder (e.g., corporate
reorganization such as mergers, introduction of anti-takeover measures, election of officers or rewarding of
retirement benefits to officers at a poorly performing company, and other limits placed on shareholders’rights), approval or disapproval is determined after confirming the content and impact.
Principle 1-7 Related Party Transactions-1-

Tokyo Century has established the following system to ensure that no transactions between the Company andits officers or major shareholders (related party transactions) can damage the interests of the Company or thecommon interests of its shareholders.
Based on the resolutions of the Board of Directors, the Company has established the Corporate Code of
Conduct, Our Action Guidelines, and the Basic Policy for the Internal Control System for officers and other
employees for the purpose of prohibiting acts that could create a conflict of interest with Tokyo Century
Group, implementing corporate activities in a sound and fair manner, and practicing and enforcing legal
compliance and actions guided by common sense. In addition, the president and CEO designates compliancemanagement regulations after deliberations by the Management Meeting. The Company monitors the statusof compliance based on reports submitted periodically and as needed to the Board of Directors, theManagement Meeting, and the president and CEO, who serves as the chief compliance officer of Tokyo
Century Group.
With regard to related party transactions, “approval of competitive transactions and transactions involving a
conflict of interest by directors” is stipulated as an item requiring a decision by the Board of Directors under
the Company’s rules governing the board. Furthermore, corporate auditors conduct “audits concerningcompetitive transactions and transactions involving a conflict of interest,” as stipulated by the auditing
standards for corporate auditors, with the purpose of monitoring and verifying possible violations of director
responsibilities.
Principle 2-4 Ensuring Diversity, Including Active Participation of Women
Supplementary Principle 2-4-1
For its core human resources, including managers, Tokyo Century evaluates each individual, regardless ofwhether they are women, mid-career hires, or foreign nationals, and appoints a diverse range of humanresources that the organization requires. As of April 1, 2024, the ratio of female employees was 34.0% (nonconsolidated basis, hereinafter the same), and the ratio of female managers was 12.7%. Going forward, theCompany will promote the active participation of women by setting a target of 30% for the ratio of female
managers, the same as the government policy target.
The ratio of mid-career hires was 34.2%, and the ratio of mid-career hires in management positions was 41.1%
as of April 1, 2024. Since its merger in 2009, the Company has been actively hiring mid-career workers tostrengthen its human resources as it expands its business. The Company will continue to actively recruit
human resources in line with changes in its growth strategies and business models and aim to increase thenumber of mid-career hires and their promotion to management positions from the current level.
The ratio of foreign national employees was 0.7%, and the ratio of foreign national managers was 0.2% as ofApril 1, 2024. To continue to grow on a global scale, the Company requires the hiring and promotion offoreign nationals; therefore, it will aim to increase the number of foreign employees hired and promoted to
management positions from the current level.
The Company has established the Diversity Promotion Office within the Personnel Division to ensure that
employees with diverse abilities and personalities can continue to provide high value-added services by
exercising their flexibility and ability to act. In addition, the Company has been striving to develop diverse
human resources and improve the internal environment by formulating the Basic Diversity Policy. Please referto the Basic Diversity Policy and Initiatives on the corporate website for details of its diversity initiatives(https://www.tokyocentury.co.jp/en/sustainability/esg/diversity/policy.html).
Principle 2-6 Performance of Functions as a Corporate Pension Asset Owner
Tokyo Century does not accumulate nor manage pension funds as a corporate pension asset owner. However,
the Company has adopted a defined contribution corporate pension scheme to enable stable asset formation
by its employees.
The Company provides continuous education for its employees with regard to the management of the defined
contribution corporate pension scheme, and the selection of investment products is determined based on
discussions by the employees’ union.
Principle 3-1 Full Disclosure
i. Management Philosophy, Management Strategy, and Management Plans
Tokyo Century has formulated its management philosophy and management policies, medium-term
management plan, and management strategies, which are disclosed on its website (About Us, IR Information),-2-

in its Securities Report (Management Policy, Business Environment, and Issues to be Addressed), and byother means (https://www.tokyocentury.co.jp/jp/company/).
ii. Basic Views and Basic Policies on Corporate Governance
The Company’s basic views and basic policies on corporate governance are provided under “I. 1. Basic
Views” and “II. 2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination, andRemuneration Decisions (Overview of the Current Corporate Governance System)” of this report.
iii. Officer Compensation and Other Issues
The Company’s policies on officer compensation are provided under “II. 1. Items Concerning Organizational
Composition and Operation (Officer Compensation) Disclosure of Policy on Determining Compensation
Amount and Calculation Methods” of this report.
iv. Policy and Procedures for the Nomination, Election, and Dismissal of Directors and the Nominationand Election of Corporate Auditors
With regard to the nomination and election of candidates for directors, Tokyo Century pays due consideration
to its fiduciary responsibility to shareholders by nominating persons who are qualified to help achievesustainable growth and enhance medium- to long-term corporate value for the Company based on their expert
knowledge and broad insight as well as their abundant experience in corporate management and operational
execution. The Board of Directors determines the nomination and election of candidates for directors byreferring to the opinions expressed by the Nomination Committee, an advisory body to the Board of Directors
chaired by an independent external director, in which the majority of members consists of independent
external directors.
With regard to the nomination and election of candidates for corporate auditors, Tokyo Century selects those
who are qualified to provide appropriate management oversight for the execution of operations by theCompany’s directors and executive officers as well as legal compliance and appropriateness of corporate
activities based on their abundant experience and extensive knowledge gained as a manager of a company or
through management of a financial institution. In principle, at least one corporate auditor should possess
sufficient knowledge of finance and accounting. The Board of Directors determines the nomination andelection of candidates for corporate auditors, following deliberation by the Board of Corporate Auditors.
With regard to the dismissal of directors, the Board of Directors deliberates on the issue by referring to theopinions provided by the Nomination Committee. When the Board of Directors determines there isjustification for dismissal, such as when the director is not deemed to be fully demonstrating their abilities forachieving sustainable growth and enhancing medium- to long-term corporate value, or when the director isdeemed to fall short of the Company’s standards of election, or when they have engaged in an act that goesagainst the public order and standards of decency, the board will act in accordance with the law and present a
dismissal proposal to the General Meeting of Shareholders, whereupon the director will be dismissed oncethe proposal is approved by shareholders.
v. Explanations Concerning the Election, Nomination, and Dismissal of Individual Officers
Reasons for the election of directors and corporate auditors are provided in the Reference Document of the“Convocation Notice for the Annual General Meeting of Shareholders” dispatched upon presenting the
proposal on the election of directors and other officers for deliberation by the General Meeting of
Shareholders.
Supplementary Principle 3-1-3
Tokyo Century’s commitment to sustainability is driven by its pursuit of sustainable growth and higher
corporate value alongside its stakeholders as a financial services company, thereby contributing to the creationof an environmentally sound, sustainable economy and society. The Company conducts sustainability
management by understanding the goals of the SDGs and then backcasting from a vision of society 10 to 20
years into the future to create financial services that will meet future needs. Tokyo Century pursues its
initiatives by identifying five key materiality issues that address the SDGs in order to contribute to resolvingsocial issues through its business activities and promote sustainability management to achieve sustainablegrowth for society and the Company and enhance corporate value.

-3-

As for human capital, including ensuring diversity of human resources, the Company will promote Human
Resources and Organizational Transformation (HRX) as an element of TC Transformation, the key conceptof the Medium-Term Management Plan 2027, and steadily implement human resource and organizational
strategies that support management and business strategies.
For the Company’s initiatives on sustainability and human capital investment, please refer to its corporatewebsite (https://www.tokyocentury.co.jp/en/sustainability/).
Tokyo Century announced its endorsement of the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD) in April 2021. In addition, based on the results of a risk materiality
assessment related to climate change, we identified associated risks and opportunities under multiple
scenarios such as the Sustainable Development Scenario (“well below 2 C” Scenario including 1.5 C) andthe New Policy Scenario (4 C Scenario) published by International Energy Agency (IEA) and conducted
qualitative and quantitative business impact assessments for the environment and energy businesses (solar
power generation, May 2021), the aviation business (aircraft leasing, April 2022), and the automobility
business (corporate and individual auto leasing, April 2023) in line with TCFD recommendations. For more
information, please refer to “Response to Climate Change and TCFD Endorsement” on the corporatewebsite (https://www.tokyocentury.co.jp/en/sustainability/esg/environment/tcfd.html).
Principle 4-1 Roles and Responsibilities of the Board of Directors (1)Supplementary Principle 4-1-1
An overview of the roles and responsibilities of the Board of Directors and delegation of authority concerning
operational execution is provided under “II. 2. Items Concerning Functions Including Operational Execution,
Auditing and Supervision, Nomination, and Determination of Compensation (Overview of the Current System
of Corporate Governance)” in this report.
Principle 4-8 Effective Use of Independent External Directors
Tokyo Century currently has a total of 13 directors, of which five are independent external directors.
Principle 4-9 Independence Standards and Qualification for Independent External Directors
Tokyo Century adheres to its basic views in electing its independent external directors by complying with theindependence criteria for “independent directors” designated by the Tokyo Stock Exchange (Tokyo Stock
Exchange “Guidelines Concerning Listing Management”) and selecting persons who are capable ofobjectively supervising the Company’s management based on their specialized knowledge and broad insight
as well as their abundant experience in corporate management. In this way, the Company ensures theindependence of its independent external directors.
Supplementary Principle 4-10-1
Tokyo Century has established the Nomination Committee and Compensation Committee, chaired byindependent external directors and composed of a majority of independent external directors. As advisory
bodies to the Board of Directors, the Company ensures the independence of the Board of Directors’ functions
related to the nomination (including succession planning) and compensation of senior management anddirectors.
For the composition, authority, and roles of the committees, please refer to “Principle 3-1 iv. Policy andProcedures for the Nomination, Election, and Dismissal of Directors and the Nomination and Election of
Corporate Auditors.” For gender and other diversity and skills, please refer to “Supplementary Principle 411-1.”
Principle 4-11 Preconditions for Ensuring the Effectiveness of the Board of Directors
Supplementary Principle 4-11-1
With regard to the nomination and election of candidates for directors, Tokyo Century pays due consideration
to its fiduciary responsibility to shareholders by selecting persons who are qualified to help achievesustainable growth and enhance medium- to long-term corporate value based on their expert knowledge andbroad insight as well as their abundant experience in corporate management and operational execution. The
Board of Directors decides on the nomination and election of candidates for directors in consultation with theNomination Committee, which is an advisory body to the Board of Directors and chaired by an independent-4-

external director with independent external directors representing the majority of its membership. Whenelecting the candidates, due consideration is also paid to diversity, including the perspectives of gender andnationality, and to the appropriate scope of the Board of Directors.
The balance of knowledge, experience, and other capabilities presented in the Board of Directors as a wholeis based on the management strategies and management plans. To verify the process of nominating candidates
for directors, the Company analyzes diversity in the areas of expertise and knowledge, such as corporate
management, global operations, finance and risk management, legal affairs, accounting and taxation,
sustainability, IT, and DX.
Supplementary Principle 4-11-2
With regard to the current status of significant concurrent positions held by candidates for directors andincumbent directors, Tokyo Century discloses the information each year in the Reference Document of the“Convocation Notice for the Annual General Meeting of Shareholders” and in disclosure documents such as
business reports.
Supplementary Principle 4-11-3
Tokyo Century has established the Board Effectiveness Review Council, which primarily consists of
independent external directors and corporate auditors to advise the Board of Directors. The council conducts
an analysis and review of the board once a year in principle on aspects such as the effectiveness of its
supervisory functions, status of deliberations, structure, and operating method, taking into account the selfevaluations submitted by each director.
The Board of Directors will analyze and assess the effectiveness of the board as a whole by referring to theopinions provided by the council and will duly disclose the results.
Medium- to long-term deliberations through free discussions on the overall composition and optimal state of
the business portfolio, including the allocation of management resources, were identified as a key task for the
Board of Directors as a result of its effectiveness assessment in fiscal 2022, and the Company has beenworking to address this.
In fiscal 2023, from the standpoint of the following considerations, the board was deemed to be adequately
and appropriately fulfilling its roles and duties, which are providing overall direction by setting corporate
strategies, creating an environment conducive to appropriate risk taking by top management, and exercisinghighly effective oversight of top management and directors from an independent and objective standpoint.
(1) Regarding its own operation, the Board of Directors was deemed to have been engaged in comprehensive
and spirited discussions on management strategy in line with the Medium-Term Management Plan 2027.
Specifically, free discussions were conducted on the topics of actions to management that is conscious of thecost of capital and stock price, as well as implementing HRX (securing and developing human resources
capable of driving change and improving an organization) with the intention of linking management andhuman resources strategies to maintain a competitive advantage and achieve management goals.
(2) Independent external directors were deemed to be appropriately performing their roles and responsibilities,
including supervision of management, by drawing on their respective insights to actively offer their opinionsfrom an independent and objective standpoint during meetings of the Board of Directors, Nomination
Committee, Compensation Committee, Board Effectiveness Review Council, and other bodies.
(3) With regard to the composition of the Board of Directors, progress has been achieved in increasing
diversity, further enhancing the balance of directors in terms of knowledge, experience, and abilities. As aresult, the board was deemed adequate and appropriate in terms of its diversity and scope. Looking ahead,Tokyo Century will seek to deepen its discussion on the board’s oversight functions and continue to explore
the ideal ratio of internal and external directors and the gender and global aspects of diversity to further
improve the board’s effectiveness.
In the assessment of board effectiveness, it was suggested that the board should carry out further in-depth
discussion on PX (pursuing a highly profitable and stable portfolio) and HRX (securing and developing
human resources that can bring about change and improving an organization) for the sake of enhancing
medium- to long-term corporate value.
With the results of this assessment, the Company is committed to improving the effectiveness of the Board of
Directors as a task for fiscal 2024 and will continue to improve the board’s functions.
Principle 4-14 Training of Directors and Corporate Auditors
Supplementary Principle 4-14-2
To fulfill their expected roles and responsibilities as members of a body that oversees corporate governance,-5-directors, and corporate auditors, including newly appointed officers, are required to deepen theirunderstanding of their roles and responsibilities as well as strive to acquire and appropriately build on theirknowledge of necessary issues. Upon their election, directors and corporate auditors, including external
directors and external corporate auditors, receive a briefing providing the necessary knowledge on matterssuch as the Company’s business, finances, and organization and developing a sufficient understanding tofulfill the roles and responsibilities (including legal responsibilities) required of them as directors andcorporate auditors. Tokyo Century also organizes training seminars and information-sharing meetings forofficers as opportunities for receiving continuous updates after they are appointed.
Principle 5-1 Policy for Constructive Dialogue with Shareholders
Tokyo Century has laid out its policies regarding constructive dialogue with shareholders in its Basic IR
Policy, as follows.
https://www.tokyocentury.co.jp/en/ir/ir-policy/(Dialogue with Shareholders, Investors, and Other Stakeholders)・ The president of the Corporate Planning Unit (hereinafter referred to as the “IR Manager”) shall be
responsible for conducting a dialogue with shareholders, investors, and other stakeholders, and thepresident, directors, and other officers shall endeavor to reasonably engage in the dialogue.
・ The IR Manager shall oversee the Public Relations & Investor Relations Division, which is responsible
for the practical aspects of the dialogue with shareholders, investors, and other stakeholders. The Public
Relations & Investor Relations Division shall assist the president and directors in their dialogue withshareholders, investors, and other stakeholders by closely collaborating with relevant internal divisions,which includes holding regular meetings.
・ The IR Manager shall report regularly to the Board of Directors on the opinions and concerns ofshareholders, investors, and other stakeholders obtained through the dialogue, and also share otherinformation with senior management as appropriate.
・ The IR Manager shall facilitate dialogue of the Public Relations & Investor Relations Division withshareholders, investors, and other stakeholders by creating various opportunities.
Status of Dialogue with Shareholders
In order to achieve sustainable growth for the Tokyo Century Group and enhance medium- to long-term
corporate value, the Company promotes constructive dialogue with shareholders, investors, and otherstakeholders in Japan and overseas by proactively engaging in various IR activities. For specific information
on Tokyo Century’s IR activities and status of implementation in fiscal 2023, please refer to the section under“III. 2. IR Activities” of this report. Furthermore, Tokyo Century advances its IR activities with a focus on
generating a cycle of proactive dialogue with shareholders and other investors and communicating the input
and requests solicited thereby to management and employees. The input gained during the course of IR
activities is used to improve information disclosure and respond to management issues in order to build trustwith shareholders and other investors and ensure that capital markets accurately appraise the Company, which
in turn is anticipated to contribute to higher corporate value over the medium to long term.
Specific information and examples of this cycle can be found on the corporate website at:https://www.tokyocentury.co.jp/en/ir/action/
In addition to IR activities, the Company engages in shareholder relations (SR) activities to promote dialogue
and build stable relationships with domestic institutional investors who own Tokyo Century stock.
It also engages in constructive dialogue with those in charge of exercising voting rights, ESG (environmental,social, and governance) officers, and analysts at institutional investors, mainly on ESG-related topics.
Issues raised through this dialogue are shared with management to further enhance corporate value.
Principle 5-2. Formulation and Disclosure of Management Strategies and Management Plans
Actions for Realizing Management That Emphasizes Cost of Capital and Stock Price (published in
English)With regard to allocating management resources, Tokyo Century prioritizes allocation in line withmanagement strategies that have been determined by identifying its cost of capital and taking into
consideration the business environment and other factors. Recognizing ROE as a key indicator, the Company
endeavors to maintain and improve ROE above the cost of shareholders’ equity while optimizing the balance-6-between maintaining financial soundness and shareholder returns in order to practice management thatemphasizes cost of capital. The management policies and strategies that make this possible are clearly statedin the medium-term management plan, Integrated Report, and elsewhere, and they are carefully explained at
the General Meeting of Shareholders, earnings calls, and various other briefings to ensure that they are
understood by shareholders, investors, and other stakeholders.
(Policies, Targets, and Current Assessment)
Tokyo Century publishes information on management that emphasizes cost of capital and stock price on its
corporate website at:https://www.tokyocentury.co.jp/assets/pdf/ir/00_en.pdf
https://www.tokyocentury.co.jp/en/ir/action/

2. Capital Structure
Foreign Shareholding Ratio

Less than 10%[Status of Major Shareholders]Company Name
ITOCHU Corporation
Chuo-Nittochi Co., Ltd.
Nippon Telegraph and Telephone
Corporation
KSO Co., Ltd.
The Master Trust Bank of Japan, Ltd. (Trustaccounts)
Mizuho Bank, Ltd.
Seiwa Sogo Tatemono Co., Ltd.
Custody Bank of Japan, Ltd. (Trust accounts)
Nippon Life Insurance Company
Mizuho Trust & Banking Co., Ltd.
(Retirement Allowance Trust, Orient
Corporation AccountTrust & Custody Services Bank, Ltd. reentrusted)

Number of SharesOwned
146,859,200
68,643,400
49,211,200

Controlling Shareholder (except for Parent
Company)－

Parent Company

－

8.44
4.60

18,752,120
16,010,600
12,911,000
8,469,860
7,600,000

3.83
3.27
2.64
1.73
1.55

－

3. Corporate Attributes

Fiscal Year-End

Tokyo Stock Exchange
Prime Market
March
-7-

29.99
14.02
10.05

41,344,000
22,536,400

Supplementary Explanation

Listed Stock Market and Market Section

Percentage (%)

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 Year

Other Financing Business
More than 1,000
More than ¥1 trillion
From 100 to less than 300

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
Policy on Group Management:
To ensure the effective operations of Group companies, the Company exercises appropriate control over the
management of its major subsidiaries and affiliates in accordance with the rules on managing affiliatedcompanies and compliance management regulations, as well as other governing standards. Under the
Medium-Term Management Plan 2027, the Company will strengthen Group consolidated management byenhancing Group management functions, increasing the value of Group companies, utilizing Group company
functions, and optimizing Group management resources.
Listed Affiliated Companies:
Bplats, Inc. is a platform provider for recurring billing sales and subscription management as an equitymethod affiliate of Tokyo Century. As business partners, Tokyo Century and Bplats maintain a mutually
beneficial relationship that enhances their respective corporate value. On the other hand, even given Tokyo
Century’s business relationship with Bplats, the terms of each transaction are individually negotiated in thesame manner as with other business partners and executed based on the independent judgment of Bplats. Thisis therefore deemed to safeguard a certain degree of independence, and appropriate measures are taken toprevent harming the interests of minority shareholders.
Other Affiliated Companies:
Tokyo Century is an equity-method affiliate of ITOCHU Corporation. However, while Tokyo Century
maintains a business relationship with ITOCHU, each transaction is individually negotiated in the samemanner as with general business partners and executed based on the independent judgment of Tokyo Century.

-8-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
Election of Outside Directors
Number of Outside Directors
Number of Independent Directors

Company with Kansayaku Board

18
1 yearPresident
13
Elected6
5Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a
b
c
d
e
f
g

h
i
j
Akio Nakamura
From another company○
Toshio Asano
From another company△○
Miho Tanaka
LawyerTsuyoshi Numagami scholar
Hiroshi Ogasawara
From another company○
Koji Fujiwara
From another company△* Categories for “Relationship with the Company”“○” 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 pastk○○a. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a director/kansayaku
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/kansayaku are mutually
appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others-9-Outside Directors’ Relationship with the Company (2)Name
Akio Nakamura

Toshio Asano

Miho Tanaka

Designationas
Independent
Director

Supplementary Explanation of
the Relationship
Although the Company
maintains business relationships
with Japan Securities
Depository Center, Inc., atwhich Mr. Akio Nakamura
serves as director, president andCEO, and Tanabe & Partners,
where he is a special partner, theamount of a transaction
accounted for less than 1% of
the sales of this company andthe consolidated revenue of theCompany, and the amount of atransaction with Tanabe &Partners was 1 million yen
during the most recent fiscal
year. Meanwhile, there are nobusiness relationships between
the Company and JASDEC
DVP Clearing Corporation, forwhich Akio Nakamura serves aspresident and CEO, and ipet
Insurance Co., Ltd., for which
he serves as an outside director.
Although Asahi Kasei
Corporation, at which Mr.
Toshio Asano was engaged inbusiness execution as a director,
and the Cancer InstituteFoundation, where he serves aschairman, have business
relationships with the Company,
the amount of transactions
accounted for less than 1% of
the sales of these entities and theCompany’s consolidated
revenue. The Company made adonation of 2 million yen to thefoundation during the mostrecent fiscal year. In addition,
there are no business
relationships between the
Company and Medipal Holdings
Corporation and Daicel
Corporation, at which Mr.
Asano serves as an outside
director.
Although Solast Corporation, at
which Ms. Miho Tanaka serves- 10 -

Reasons of Appointment
Mr. Akio Nakamura has provided
accurate advice on the overallmanagement of the Company
from an objective perspective as
an external director of theCompany and has ably carriedout management and monitoringfrom an independent perspective,
applying his abundant experienceand wide range of knowledge
gained in fields such as financeand taxation, from June 2015 toJune 2017, and again from June
2018.
(Reasons for selection as anindependent director candidate)
Mr. Akio Nakamura is an external
director who is not affiliated withany of Tokyo Century’s major
business partners, and theCompany sees no likelihood of apotential conflict of interest
between Mr. Nakamura and its
general shareholders.
Mr. Toshio Asano has led a major
diversified chemicals company
and has abundant experience andbroad knowledge of corporate
management. He has applied his
insight in the management of theCompany and carried out
management and monitoringfrom an independent perspective
as an external director of theCompany since June 2019.
(Reasons for selection as anindependent director candidate)
Mr. Asano is an external director
who is not affiliated with any ofTokyo Century’s major business
partners, and the Company sees
no likelihood of a potential
conflict of interest between Mr.
Asano and its generalshareholders.
While Ms. Tanaka has not been
directly involved in corporate

as an outside director, and theCompany have a business
relationship, the amount oftransaction accounted for lessthan 1% of the sales of Solast
Corporation and the Company’s
consolidated revenue in themost recent fiscal year. In
addition, there is no business
relationship between the
Company and Shiba & Tanaka
Law Office, where she serves asa partner, and marimo Regional
Revitalization REIT, Inc. and
JINUSHI Private REIT, Inc., atwhich she serves as asupervisory director. Her nameas it appears in the family
register is Miho Takahashi.

Tsuyoshi Numagami

Hiroshi Ogasawara

Although business relationships
exist between JFE Holdings,
Inc., where Mr. Tsuyoshi
Numagami serves as an outside
Audit & Supervisory Board
member, and EBARA
Corporation, where Mr.
Numagami serves as an outside
director, and Waseda University,where he serves as professor, theamount of transaction accounted
for less than 1% of the sales ofthese entities and theCompany’s consolidated
revenue during the most recent
fiscal year. There is no business
relationship between the
Company and Hitotsubashi
University, where he holds the
position of professor emeritus.

Although YASKAWA Electric
Corporation, where Mr. Hiroshi
Ogasawara is engaged inbusiness execution, and theCompany maintain a business
relationship, the amount oftransaction accounted for lessthan 1% of the sales of
YASKAWA Electric- 11 -

management, she possesses
abundant knowledge andexperience as an attorney withparticular expertise in corporate
legal affairs and M&A. As an
external director of the Company
since June 2021, she brings deep
insight and wealth of experienceto the Company’s management
and monitors the Company’sbusiness execution from an
independent perspective.
(Reasons for selection as anindependent director candidate)
Ms. Tanaka is an external director
who is not affiliated with any ofTokyo Century’s major business
partners, and the Company sees
no likelihood of a potential
conflict of interest between Ms.
Tanaka and its generalshareholders.
Although Mr. Numagami has notbeen directly involved incorporate management, hepossesses profound academic
knowledge as a researcher ofcorporate management, especiallyin corporate strategy andorganization. He has applied his
deep insight and knowledge in
the Company’s management andprovided oversight of businessexecution from an independent
perspective as an external directorof the Company since June 2022.
(Reasons for selection as anindependent director candidate)
Mr. Numagami is an external
director who is not affiliated withany of Tokyo Century’s major
business partners, and theCompany sees no likelihood of apotential conflict of interest
between Mr. Numagami and its
general shareholders.
Mr. Hiroshi Ogasawara possesses
abundant experience and an
extensive range of knowledge
gained in corporate management
over his many years as manager
of a leading electric equipment
manufacturer. He is capable ofapplying his insights to corporate
management and monitoring

Corporation and the Company’s
consolidated revenue in themost recent fiscal year. In
addition, there is no business
relationship between the
Company and Kyushu Railway
Company, where he serves as anexternal director.

Koji Fujiwara

Mr. Koji Fujiwara possesses
prior experience at Mizuho
Bank, Ltd. and its affiliatedcompanies, and four people
from these companies have been
appointed directors at
Tokyo Century Corporation. Asof March 31, 2024, Mizuho
Bank, Ltd. owned a 3.83% stakein Tokyo Century Corporation.
In addition, as of March 31,
2024, Tokyo Century Group hadbusiness loans totaling 493,580
million yen from Mizuho Bank,
Ltd. Tokyo Century conducts
business with Mizuho Bank,
Ltd. and its affiliatedcompanies, but the prices andother transaction conditions are
the same as transactions withother entities.

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

business execution from an
independent perspective.
(Reasons for selection as anindependent director candidate)
Mr. Ogasawara is an external
director who is not affiliated withany of Tokyo Century’s major
business partners, and theCompany sees no likelihood of apotential conflict of interest
between Mr. Ogasawara and its
general shareholders
Mr. Koji Fujiwara possesses
abundant experience and an
extensive range of knowledge
gained in corporate management
over his many years as manager
of a leading financial institution.
He is capable of applying his
insights to corporate management
and monitoring businessexecution.

Established

Committee’s Name, Composition, and Attributes of Chairperson

Committee’s Name

Committee
Corresponding
Nomination Committee
Nomination Committee

All Committee Members

7

7

Full-time Members

00Inside Directors

22

Outside Directors

55Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director- 12 -

toCommittee
Corresponding
Remuneration Committee
Remuneration CommitteetoSupplementary Explanation
Tokyo Century has established the Nomination Committee and Compensation Committee as voluntary
advisory committees under the Board of Directors to strengthen the independence, objectivity, andaccountability of the functions performed by the Board of Directors. The members (as of June 24, 2024),
roles, and status of activities of each committee are as follows.
Nomination Committee
Members
1. Chair (external director): Toshio Asano
2. Members: Akio Nakamura, Miho Tanaka, Tsuyoshi Numagami, Hiroshi Ogasawara (external directors) and
Masataka Yukiya, Koichi Baba (internal directors)
3. Advisors (attorneys at law): Tadashi Kunihiro, Katsumi Nakamura
Responsibilities
1. Matters related to proposals concerning the election and dismissal of directors presented to the Annual
General Meeting of Shareholders
2. Matters related to the election and dismissal of the president
3. Matters related to succession planning for the president (including education)
4. Other important personnel matters involving directors and other officers
Status of Activities
The Nomination Committee met four times in fiscal 2023.
Compensation Committee
Members
1. Chair (external director): Akio Nakamura
2. Members: Toshio Asano, Miho Tanaka, Tsuyoshi Numagami, Hiroshi Ogasawara (external directors) and
Masataka Yukiya, Koichi Baba (internal directors)
3. Advisors (attorneys at law): Tadashi Kunihiro, Katsumi Nakamura
Responsibilities
1. Matters related to the design of compensation systems and compensation policies for directors and officers
2. Other important matters related to compensation for directors and other officers
Status of Activities
The Compensation Committee met five times in fiscal 2023.

[Kansayaku]
Establishment of Kansayaku Board
Maximum Number of Kansayaku Stipulated in
Articles of Incorporation
Number of Kansayaku

Established8
4

Cooperation among Kansayaku, Accounting Auditors and Internal Audit Departments
The Board of Corporate Auditors receives a report from the independent auditor on the quarterly earnings
review and audit results for full-year earnings and on the status and system of operational execution, which isfollowed by an exchange of views. All corporate auditors attend the meetings of the Board of Directors andreceive reports from the Audit Division on the audit plan and internal auditing results along with the status ofestablishment and management of the internal control system. In addition and in principle, standing corporate
auditors (including the external corporate auditor) exchange information with the Audit Division on aquarterly basis, and important information is shared with the other external corporate auditor during meetingsof the Board of Corporate Auditors.
+
Appointment of Outside Kansayaku
Appointed
Number of Outside Kansayaku
2
Number of Independent Kansayaku
2- 13 -

Outside Kansayaku’s Relationship with the Company (1)NameAttribute

Relationship with the Company*
A b c d e
f
g h

i

j

k

l

Masao Fujieda
Tax Accountant
Maiko Chihara
Lawyer* Categories for “Relationship with the Company”“○” 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 pastm○○a. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Kansayaku of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as a kansayaku
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the kansayaku himself/herself only)
k. Executive of a company, between which and the Company outside directors/kansayaku are mutually
appointed (the kansayaku himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the kansayaku
himself/herself only)
m. Others
Outside Kansayaku’s Relationship with the Company (2)Name
Masao Fujieda

Designationas
Independent
Kansayaku

Supplementary Explanation of
the Relationship
Although the Company has abusiness relationship with Nip
Corporation, where Mr. Masao
Fujieda serves as an auditor, theamount of transaction accounted
for less than 1% of the sale of Nip
Corporation and the Company’s
consolidated revenues during themost recent fiscal year. There is nobusiness relationship between the
Company and Fujieda Masao Tax
Accounting Office, where Mr.
Fujieda serves as a representative.

- 14 -

Reasons of Appointment
As a tax accountant, Mr. Masao
Fujieda possesses expert
knowledge and experience intaxation and accounting. He served
as the Company’s external
corporate auditor since June 2018and has provided appropriate
management oversight regarding
the adequacy and validity of Tokyo
Century’s corporate activities froma neutral and objective perspective.
(Reasons for selection as anindependent director candidate)
Mr. Masao Fujieda is an external
corporate auditor who is notaffiliated with any of Tokyo
Century’s major business partners,
and the Company sees no

Maiko Chihara

Although the Company has abusiness relationship with Kataoka& Kobayashi Legal Professional
Corporation, at which Ms. Maiko
Chihara serves as Partner, theamount of transaction accounted
for less than 1% of the sale of
Kataoka & Kobayashi Legal
Professional Corporation and theCompany’s consolidated revenues
during the most recent fiscal year.

likelihood of a potential conflict ofinterest between Mr. Fujieda and its
general shareholders.
Ms. Maiko Chihara is a lawyer
particularly well versed incorporate legal affairs, including
financial matters, and possesses ahigh level of expertise and a wealthof experience. She is capable ofproviding appropriate management
oversight regarding the adequacyand validity of Tokyo Century’s
corporate activities from a neutral
and objective perspective.
(Reasons for selection as anindependent director candidate)Ms. Maiko Chihara is an external
corporate auditor who is notaffiliated with any of Tokyo
Century’s major business partners,
and the Company sees nolikelihood of a potential conflict ofinterest between Ms. Chihara andits general shareholders.

[Independent Directors/Kansayaku]
Number of Independent Directors/Kansayaku

7

Matters relating to Independent Directors/Kansayaku－[Incentives]
Incentive Policies for Directors

Performance-linked Remuneration / Stock Options

Supplementary Explanation
For details on incentives, please refer to “II. 1. [Director Remuneration] Disclosure of Policy on Determining
Remuneration Amounts and Calculation Methods” of this report.
Recipients of Stock Options

Inside Directors / Employee / Subsidiaries’ Directors /Subsidiaries’ Executive Officers (Shikkoyaku) / Other

Supplementary Explanation
The Company resolved to revise its officer compensation system and to introduce a performance-linked stockcompensation plan at the 55th Annual General Meeting of Shareholders on June 24, 2024. Following the last
allocation of stock acquisition rights as stock options in fiscal 2024, no new stock acquisition rights shall beallocated.

- 15 -

[Director Remuneration]
Disclosure of Individual Directors’
Remuneration

Partial disclosure on an individual basis.

Supplementary Explanation
Tokyo Century discloses the total amount of compensation paid to all directors in its Securities Report andBusiness Report. For the 55th fiscal year (ended March 2024), the total amount of compensation paid to
directors and corporate auditors was 776 million yen, comprising 680 million yen paid to directors and 96
million yen paid to corporate auditors. The above-mentioned amount includes 226 million yen in provisions
for directors’ bonuses accounted for as costs in the fiscal year under review. The above-mentioned amountof compensation for directors includes 19 million yen paid in the form of stock options.

Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods(Officers’ Compensation)
Director compensation is decided by a resolution of the Board of Directors, based on recommendations
from the Compensation Committee, primarily consisting of independent external directors, on the policy for
determining the content of compensation for individual directors. The board also receives advice fromoutside experts. Draft proposals on matters such as the policy, systems, and levels of officer compensation
are referred to the Compensation Committee, and the Board of Directors makes the final decision based on
the committee’s recommendations.
The Company resolved to revise its officer compensation system and to introduce a performance-linked stockcompensation plan at the 55th Annual General Meeting of Shareholders on June 24, 2024. The new planfurther clarifies how compensation paid to directors and officers is linked to business performance and thevalue of Company stock by having them share both the benefits of stock price increases and the risk of stock
price declines with shareholders, to raise the awareness of directors and officers so they will contribute toimproving business performance over the medium to long term and enhance corporate value. The Company
transitioned from a compensation system linked to fiscal 2024 performance to the current plan. The
Compensation Committee has reported that the introduction of this system is appropriate in view of the
purpose of the plan and its effectiveness in providing incentives for improving medium- to long-term
performance.
Under the new system, compensation will be paid to directors of the Company based on the plan separatelyfrom the amount of compensation paid to directors (up to 1 billion yen per year, including up to 100 million
yen per year for outside directors). This was approved at the 47th Annual General Meeting of Shareholders
on June 24, 2016. Furthermore, at the 52nd Annual General Meeting of Shareholders on June 28, 2021,
shareholders approved capping the amount of compensation from stock acquisition rights allocated to theCompany’s directors in the form of stock options under a stock-based compensation plan, to be paid within
the above limit, at 400 million yen per year, and the number of stock acquisition rights at 1,800 per year, alongwith resolutions regarding stock acquisition rights. The aforementioned stock-option compensation for
directors will be abolished following the last allocation of such stock acquisition rights in fiscal 2024, andthereafter no new stock acquisition rights shall be allocated to directors. Stock acquisition rights alreadygranted to directors, however, will remain in effect.
Following the revision of the officer compensation system and the new performance-linked stockcompensation plan, the Company has made the following changes to its policy for determining the content
of compensation for individual directors.
a. Basic Policy- 16 -

Compensation of directors of the Company shall be determined under a framework linked to soundincentives toward the Company’s sustainable growth and the medium- to long-term development of its
businesses. The officer compensation system shall aim to align the interests of officers with those ofshareholders, raise officers’ awareness of enhancing shareholder value, attract outstanding talent andenable the Company to acquire and develop human resources who can drive the improvement of theCompany’s corporate value.
Specifically, compensation of directors responsible for business execution shall comprise basic
compensation and performance-linked compensation. The basic compensation shall be fixed compensation
paid in money as a basic salary based on each director’s position and other factors. The performancelinked compensation shall comprise officer bonuses paid in money linked to the Company’s businessperformance and other factors and non-monetary compensation which is stock compensation.
Compensation of external directors, who are in a position independent from business execution, shallconsist entirely of basic compensation based on their roles.
b. Policy for Determining the Amounts of Basic Compensation (Monetary Compensation) of Individual
Directors (Including the Policy on Determination of Payment Timings and Conditions of Compensation,
etc.)
The basic compensation shall be fixed monthly monetary compensation, the amount of which shall be
determined in comprehensive consideration of the duties, roles, responsibilities, and other factors of eachdirector.
c. Policy on Details of Performance-linked Compensation (Monetary Compensation), etc. and Calculation
Method of Amounts or Numbers Thereof (Including the Policy on Determination of Payment Timings andConditions of Compensation, etc.)
Of the performance-linked compensation, officer bonuses paid in money shall be linked to the Company’s
short-term business performance and determined in comprehensive consideration of individual
achievements and other factors as monetary compensation for directors responsible for business execution
based on the Company’s business performance in a single fiscal year, and shall be paid at a certain time
every year after conclusion of each fiscal year.
d. Policy on Details of Performance-linked Compensation (Non-monetary Compensation), etc. andCalculation Method of Amounts or Numbers Thereof (Including the Policy on Determination of Payment
Timings and Conditions of Compensation, etc.)
The number of shares to be granted in non-monetary stock compensation shall be determined based on
medium- to long-term business performance, including initiatives that contribute to the enhancement of theCompany’s corporate value and its business performance over the medium- to long-term, incomprehensive consideration of individual achievements and other factors of directors responsible forbusiness execution. The shares shall be delivered basically at a certain time every year into an accountbased on a transfer restriction agreement concluded between the Company and each director, which
restricts disposal of such shares through transfer or otherwise until a certain time designated by theCompany after the director’s retirement and allows for reduction of amounts in the event that some illegal
acts are conducted. Part of the number of shares to be granted shall be given in cash equivalent to theconverted amount of the Company’s stock price at fair value, and such cash payment shall be madebasically at a certain time designated by the Company after the retirement of Directorsdirectors.
e. Policy for Determining the Ratio of the Amounts of Basic Compensation, Performance-linked Monetary
Compensation and Performance-linked Non-monetary Compensation in the Compensation of Individual
Directors
The ratio of the amounts of basic compensation, officer bonuses and stock compensation for directors
responsible for business execution shall be basically as described below, subject to variation proportionate
to the levels of achievement of indicators for evaluation.
For representative directors,
basic compensation (1.0): officer bonuses (0 to 0.8): stock compensation (0 to 1.2)
For directors,
basic compensation (1.0): officer bonuses (0 to 1.0): stock compensation (0 to 1.0)

- 17 -

(Evaluation indicators in performance-linked compensation based on the Medium-Term Management
Plan 2027)
1. Monetary compensation (officer bonuses)
Evaluation indicator : Financial / Net income attributable to owners of parent
Reason for selecting the indicator : Indicator of source of funds for investment for growth andshareholder returns
2. Non-monetary compensation (Stock compensation)
Evaluation indicator : Financial / Consolidated ROA, Consolidated ROE
Reason for selecting the indicator : Indicator to evaluate return on assets and capital efficiency
Evaluation indicator : Non-financial / Achievement in TCX (TC Transformation)<Promotion of ESG
initiatives/value creation process>Reason for selecting the indicator : Indicator to evaluate transformation toward a corporate group that
continues to create value, etc.
Evaluation indicator : Market valuation / Rate of growth of the Company’s stock priceReason for selecting the indicator : Indicator of sharing medium- to long- term improvement of corporate
value with shareholders
f. Matters Concerning Determination of Details of Individual Director Compensation, etc.
The authority to determine the specific details of the amount of compensation for individual directors,
specifically the amounts of basic compensation and performance-linked compensation for them, shall bedelegated to President & CEO, Representative Director, based on resolutions by the Board of Directors. To
ensure that the President & CEO, Representative Director appropriately exercises this authority, the Boardof Directors shall present a draft proposal to the Compensation Committee consisting primarily of
independent external directors and receive its recommendation. The President & CEO, Representative
Director under the above delegation shall determine the amounts by referring to such recommendation,
advice from outside experts and third-party survey data on compensation levels.

[Supporting System for Outside Directors and/or Kansayaku]
External directors perform their duties with assistance from the Corporate Planning Division, which serves
as the secretariat of the Board of Directors. Tokyo Century has also established an Auditors Office under the
corporate auditors, staffed by employees who assist with the duties of the corporate auditors. While these
employees concurrently belong to other divisions, they remain under the command and control of corporate
auditors with regard to the tasks they perform to assist in the duties of corporate auditors, thereby ensuring
the effectiveness of instructions given by corporate auditors to these employees.

[Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)]
Information on retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)

Name

Job title/
position

MakotoNogami

Executive
Adviser

Responsibilities
Maintainrelationships withcustomers, etc.

Number of retired presidents/CEOs holding
advisory positions (sodanyaku, komon, etc.)

Employment terms(Full/part time, with/withoutcompensation, etc.)
Part-time with compensation1- 18 -

Date whenformer role
as president/
CEO ended
March 31,
2022

Term
One yearOthers
While the Company does not have an advisory board member system, in the event a retired director is hired,
they may be designated as executive adviser, senior adviser, or corporate adviser depending on their positionat the time of retirement and be entrusted with advice and other duties in various fields. Executive advisers
may provide advice as requested by the Company but may not be involved in management decision-making.

2.Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)(1) System of Corporate GovernanceTokyo Century has introduced an executive officer system to expedite decision-making on management
strategy and strengthen the systems of supervision and execution of operations. Among the 23 executive
officers is one female officer. The Company has established the following bodies to realize and secure
corporate governance and operates under the current corporate governance system based on its judgment thatappropriate corporate management is possible through the functioning of each body.
Information on Corporate Bodies• Board of Directors
The Board of Directors is composed of 13 directors, including Six external directors as defined by Article 215 of the Companies Act of Japan. The Board of Directors deliberates on and makes decisions about thepolicies, strategies, business plans, and other key management issues of Tokyo Century and its Group
companies as well as matters specified by prevailing laws, regulations, articles of incorporation, and rules
governing the board. It also supervises the execution of operations by directors and executive officers. The
board met 13 times in fiscal 2023. Under the Company’s articles of incorporation, the maximum number of
directors is set at 18.
(Members)
President & CEO, Representative Director Koichi Baba (Chairperson)• Board of Corporate Auditors
Tokyo Century has adopted the organizational structure of a company with a board of corporate auditors. The
Board of Corporate Auditors comprises four members, including two who are external corporate auditors as
defined by Article 2-16 of the Companies Act of Japan. The Board of Corporate Auditors meets regularly andexecutes independent and fair audits of compliance and the appropriateness of corporate activities including
the performance of duties by directors and executive officers. The board met eight times in fiscal 2023.
(Members)
Standing Corporate Auditor Katsuya Amamoto (Chairperson)• Nomination Committee
Tokyo Century has established a Nomination Committee, primarily consisting of independent directors, as anadvisory body to the Board of Directors. The committee comprises seven members and deliberates on thenomination of candidates for director and corporate auditor positions, and reports to the Board of Directors.
The committee met four times in fiscal 2023. The committee deliberates on the selection of director candidates
and the areas of expertise (skills matrix) that the Company expects its directors to possess in light of its
management strategy.
(Members)
External Director Toshio Asano (Chairperson)• Compensation Committee
Tokyo Century has established a Compensation Committee, primarily consisting of independent directors, as
an advisory body to the Board of Directors. The committee comprises seven members, discusses matters suchas compensation systems and policies, and reports to the Board of Directors. It met five times in fiscal 2023.
The committee deliberates on revisions to the officer compensation system and related matters in order to- 19 -

contribute to a framework linked to sound incentives for achieving sustainable growth for the Company andto the medium- to long-term development of its business.
(Members)
External Director Akio Nakamura (Chairperson)• Management Meeting
Tokyo Century has established a Management Meeting comprising the president and CEO and officers
appointed by the president and CEO. In principle, the Management Meeting is held once a week to deliberate
on matters that are particularly important to the execution of operations and makes decisions for Tokyo
Century Group as a whole.
• Transaction Evaluation Meeting
Tokyo Century has established a Transaction Evaluation Meeting comprising the president and CEO andofficers appointed by the president and CEO. In principle, the Transaction Evaluation Meeting is held once aweek to discuss and make decisions about major business transactions being considered by Tokyo Century
and its Group companies as well as transactions that warrant complex risk analysis.
• Internal Control Committee
Tokyo Century has established the Internal Control Committee to ensure the internal control system functions
effectively. It discusses general internal control matters, including evaluation of the effectiveness of thefinancial reporting system and scope of evaluation, and reports to the Management Meeting.
• Comprehensive Risk Management Committee
Tokyo Century has established the Comprehensive Risk Management Committee to address any risks facedby the Company. The committee discusses matters such as construction of the risk management system andapproaches to measuring risk. It also periodically assesses Tokyo Century’s risk exposure and reports to theManagement Meeting.
• Credit Risk Management Committee
Tokyo Century has established the Credit Risk Management Committee to exercise appropriate managementof credit risk. It discusses matters including the Group’s credit portfolio as a whole and credit risk management
and reports to the Management Meeting.
• ALM Committee
Tokyo Century has established the Asset Liability Management (ALM Committee) to identify and minimize
the exposure of assets and liabilities to risks, including fluctuations in interest and foreign currency exchange
rates. It discusses matters relevant to managing market, liquidity, and other risks and reports to theManagement Meeting.
• IT and Administration Strategy Management Committee
Tokyo Century has established the IT and Administration Strategy Management Committee to address system
and administrative risks. It discusses matters including IT strategy, IT investment plans, and administrative
system plans of the Company and the Group and reports to the Management Meeting.
• Sustainability Committee
Tokyo Century has established the Sustainability Committee to plan, promote, and oversee the Group’s
sustainability activities. It discusses important issues related to sustainability and reports to the Management
Meeting.
Investment Management Committee
Tokyo Century has established an Investment Management Committee to ensure appropriate management ofinvestment risk. The committee deliberates on matters related to the establishment and operation of amanagement system for investments and the evaluation of major investment projects, and it reports to theManagement Committee.
(2) Status of Audits- 20 -

• Status of Audits by Corporate Auditors
Audits are conducted by two standing corporate auditors and two part-time corporate auditor.
Corporate auditors conduct audits on the status of operational execution by directors and executive officers
as well as the status of establishment and management of internal control systems by attending the meetingsof the Board of Directors and other important meetings held by the Management Meeting and majorcommittees.
• Status of Internal Audits
The Audit Unit has been established as an independent organization that reports directly to the president andCEO and is responsible for conducting the internal audits of the Company and its Group companies. Internal
audits verify that the Company’s systems, organization, and rules are properly established, that all operations
are conducted in compliance with laws, regulations, and internal rules, and that business processes and risk
management are functioning appropriately and rationally, and provide suggestions for improvement andadvice.
The Audit Unit reports its annual plan for internal audits to the Board of Directors following approval by thepresident and CEO (Management Meeting) and reports the results of implementation to the president andCEO.
• Mutual Collaboration among Internal Audits, Audits by Corporate Auditors, and Audits by the Independent
Auditor, and Relationship between these Audits and Internal Control Divisions
The Board of Corporate Auditors receives a report from the independent auditor on the quarterly earnings
review and audit results for full-year earnings and on the status and system of operational execution, which isfollowed by an exchange of views. All corporate auditors attend the meetings of the Board of Directors andreceive reports from the Audit Division on the audit plan and internal auditing results along with the status ofestablishment and management of the internal control system. In addition and in principle, standing corporate
auditors (including the external corporate auditor) exchange information with the Audit Division on a monthly
basis, and important information is shared with the other external corporate auditor during a meeting of theBoard of Corporate Auditors.
• Status of Audits by the Independent Auditor
Tokyo Century has selected Deloitte Touche Tohmatsu LLC as its independent auditor. The names of thecertified public accountants who performed the financial audit in the fiscal year ended March 2024, and theauditing firms to which they belong, are as follows.
Names of Certified Public Accountants and Name of the Auditing Firm
Hiroaki Aoki, Designated Limited Liability Partner, Engagement Partner, Deloitte Touche Tohmatsu LLC
Makoto Fujimura, Designated Limited Liability Partner, Engagement Partner, Deloitte Touche Tohmatsu LLC
Yoshihiro Fujii, Designated Limited Liability Partner, Engagement Partner, Deloitte Touche Tohmatsu LLC
The number of assistants involved in the financial audit included 5 certified public accountants and 15 others.

3. Reasons for Adoption of Current Corporate Governance System
Tokyo Century has established various bodies, including the Board of Directors and Board of Corporate
Auditors, to realize and secure corporate governance and operates under the current corporate governancesystem based on its judgment that appropriate corporate management is possible through the functioning ofeach body. Furthermore, the Company has elected six external directors and is subjected to continuous
external checks through audits conducted by external corporate auditors, and it therefore believes that it has
an adequate system in place to ensure the objectivity and impartiality of its management oversight functions.
Currently, two out of four corporate auditors (including two standing corporate auditors) are external corporate
auditors. In accordance with Article 329-3 of the Companies Act of Japan, the Company has also elected one
substitute external corporate auditor as a precaution against circumstances in which a shortfall occurs in thenumber of corporate auditors prescribed in the articles of incorporation.
- 21 -

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 regarding the Annual General Meeting of
Shareholder Meeting
Shareholders was sent out before the statutory date, on June 4, 2024. In
addition, the notice was disclosed to the Tokyo Stock Exchange and postedon the Company’s website on May 24, 2024.
Scheduling AGMs Avoiding The Company holds its General Meetings of Shareholders by avoiding peakthe Peak Day
dates to enable as many shareholders as possible to attend. The 55th Annual
General Meeting of Shareholders was on June 24, 2024.
Allowing Electronic Exercise The Company has adopted an Internet-based electronic voting system thatof Voting Rights
enables shareholders to exercise their voting rights electronically.
Participation in Electronic The Company participates in a platform operated by ICJ, Inc. that enables
Voting Platform
institutional investors to exercise their voting rights electronically.
Providing Convocation Notice An English version of the summarized notice of convocation is published on
in English
the corporate website.
Other
The Company offers a live webcast of the General Meeting of Shareholders.
In addition, it discloses the results of voting rights exercised, including thenumber of votes for and against, in the extraordinary reports.

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

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

The Company has established and published its Basic IR
Policy. Please refer to:https://www.tokyocentury.co.jp/en/ir/ir-policy/
The Company holds briefings online and at securities
companies.
Fiscal 2023: One briefing for individual investors was
held.
The Company holds a quarterly earnings call after theannouncement of financial results. In addition, investor
meetings are held on a regular basis.
Fiscal 2023: Four earnings calls were held
The Company holds meetings for institutional investors
in Europe, North America, and Asia to explain its
business activities, management strategy, and businessresults.
Fiscal 2023: Three overseas roadshows were held in
addition to meetings.
On its website, the Company publishes financial
information, earnings call materials (includingsummaries of the Q&A session), timely disclosure
information, securities reports, quarterly reports, thestatus of corporate governance, a notice of the Annual
General Meeting of Shareholders, the Integrated Report,
and other information.
The Public Relations & Investor Relations Division isestablished under the IR Manager, the department
responsible for IR activities.

- 22 -

Explanation bytherepresentative

No

Yes

Yes

3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders
Implementation ofEnvironmental Activities, CSR
Activities etc.

Development of Policies on
Information Provision to
Stakeholders

Other

Supplementary Explanations
Respect for the position of stakeholders is stipulated in the Company’s
Management Philosophy, Management Policy, and Corporate Code of
Conduct.
Tokyo Century Group recognizes that addressing environmental issues is asocial responsibility, and having obtained ISO 14001 certification at its main
business sites and subsidiaries, it will seek to contribute to the creation of anenvironmentally sound, sustainable economy and society as well as adecarbonized society by acting with due consideration for environmental
issues, such as preventing environmental pollution, reducing greenhouse gas
emissions, mitigating and adapting the effects of climate change, andpreserving biodiversity and ecosystem in all areas of its operating activities.
To play our part in protecting the environment through our businessactivities, we believe that recognizing the positive and negativeenvironmental impacts associated with each of our projects is important.
The Company uses Environmental Impact Assessment Worksheets todetermine the environmental risks and opportunities of every project thatwill be submitted to the Management Meeting and the Transaction
Evaluation Meeting.
Tokyo Century has established an environmental management system
encompassing companies in the Group, with the president, CEO, andrepresentative director serving as the chief executive and the president of the
Risk Management Unit serving as the environmental manager. Our
environmental management system involves the planning, implementation,
operation, and inspection of environmental initiatives in accordance with the
PDCA cycle. The system also involves periodic management reviews on thestate of initiatives to promote continuous improvement in this area. The
Basic Environmental Policy is published on the corporate website(https://www.tokyocentury.co.jp/en/sustainability/esg/environment/policy.ht
ml).
With regard to CSR, the Company actively engages in social contribution,
environmental, and sustainability education for a broad range ofstakeholders. For information on major activities, please refer to the“Sustainability Topics” on the corporate website(https://www.tokyocentury.co.jp/en/sustainability/topics/).
The Company has established its Basic IR Policy. It will uphold the purposeof its policy to “develop fair and sound relationships with various
stakeholders while promoting dialogue with shareholders and investors, andto further enhance its long-term corporate value.” The Basic IR Policy is
published on the corporate website at:https://www.tokyocentury.co.jp/jp/ir/ir-policy/
Upholding its Management Policy, Tokyo Century “will cultivate a
corporate culture that allows diverse human resources to fully demonstrate
their skills and personalities,” and it engages in various measures
spearheaded by the Diversity Promotion Office in accordance with its Basic
Diversity Policy. This policy and initiatives are published on the corporatewebsite(https://www.tokyocentury.co.jp/en/sustainability/esg/diversity/policy.html).

- 23 -

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
Tokyo Century has established the following Management Philosophy as the basic policy to be adhered to by
all officers, managers, and other employees in executing their responsibilities.
Management Philosophy“Tokyo Century Group will work alongside customers in pursuit of their growth as a highly specialized andunique financial services company and will contribute to the creation of an environmentally-sound,sustainable economy and society.” Guided by the Management Philosophy and realizing that establishing andoperating a system for appropriate operational execution is an important responsibility of management, Tokyo
Century has constructed the following internal control system. Moreover, it will continue to develop thissystem in response to changes in the internal corporate environment.
(1) Systems to ensure compliance of executive officers’ and other employees’ activities with laws and articles
of association
Based on the awareness that thorough adherence to compliance is essential to the continued existence of acompany, Tokyo Century Group strives in the following manner to ensure the establishment of a system ofmanagement that will be trusted by society at large and in which all officers, managers, and other employees
act based on a just and high sense of ethics.
(i) The chief compliance executive officer and the Compliance Office of the Risk Management Division leads
the Company’s initiatives for the compliance promotion, education, and training based on the complianceprograms.
(ii) All officers, managers, and other employees work together to cultivate a corporate culture that is evenmore fair and transparent by seeking to understand the spirit of the Compliance Manual, which contains thebasic principles of the Corporate Code of Conduct.
(iii) The Company has established an internal reporting system for receiving consultations on complianceissues and reporting on illegal behavior comprising several reporting routes, including the standing corporate
auditors and corporate lawyer’s office outside the Company as well as the operation of the system ensuring
full protection for reporters.
(iv) The Company maintains a resolute corporate stance un refusing unreasonable demands made by antisocialorganization and severs all transactions with such organizations.
Furthermore, Tokyo Century’s Board of Directors is composed of directors, including external directors, anddeliberates on and makes decisions about matters specified by prevailing laws, regulations, articles ofincorporation, and rules governing the board. It also supervises the execution of operations by directors andexecutive officers.
The Company has also established its Audit Unit as an independent organization that reports directly to thepresident and CEO and grasps the actual state of its operational implementation through internal audits andperiodic internal control evaluations on the Company and its Group companies. The Company seeks topreserve corporate assets and enhance management efficiency based on a fair and impartial process ofinvestigating and verifying that all operations are implemented in an adequate, valid, and rational manner incompliance with the relevant laws, regulations, articles of incorporation, and various internal regulations andthat the Company’s systems, organizations, and regulations are appropriate and valid. The results of the audit
are reported to the president and CEO (Management Meeting) and the Board of Directors.
(2) System for the Storage and Management of Information Related to the Execution of Duties by Directors
Tokyo Century preserves appropriate records related to the execution of directors’ duties, such as records
concerning decision-making at important meetings such as the Board of Directors, and documents approvedby each director based on regulations of administrative authority. These records are stored for a given periodof time as mandated by laws and regulations governing the handling of documents.
In addition, the Company has obtained ISO 27001 certification, the international standard for information
security management systems, and maintains the high levels of security required by the standard in managing
information while constructing a system that enables directors and corporate auditors to access necessary
information.
(3) Rules and Systems for Managing the Risk of Losses- 24 -

Tokyo Century has proactively designed appropriate risk countermeasures according to risk scale andlikelihood. The Company’s systematic countermeasures to minimize the risk of losses are as follows. The
Board of Directors lays down basic policies relating to risk management to ensure appropriate risk
management of the Company. The Comprehensive Risk Management Committee comprehensively identifies
and assesses risks concerning the Company to appropriately address risks qualitatively and quantitatively asnecessary based on the rules of the committee. Risk management structure, methods, and other considerations
are specified in the rules relating to comprehensive risk management that are determined at the Management
Meeting after deliberation by the Comprehensive Risk Management Committee. The committee reports on
the number of risks and risk management status of the entire Company at the Management Meeting and theBoard of Directors on a regular basis and on a case-by-case basis. In addition, through supervision on thesereports, the committee verifies and assesses the effectiveness of risk management and constantly reviews theoverall status.
(i) The Credit Risk Management Committee was established to measure and control credit risk by formulatinga basic policy under the rules governing the committee. To review issues that require sophisticated decisions,such as large projects and new scheme projects, the Transaction Evaluation Meeting was established to screen
and approve projects under the rules governing this committee.
(ii) To address country risk, Credit Supervision Division IV and other departments in charge of risk
management collaborate in collecting and sharing information on country risk, setting country limits andmonitoring exposure by country, designating countries that are ineligible for investment and financing, andassessing risk from the perspectives of geopolitical risk, corruption prevention, and other factors.
(iii) To address market risks such as fluctuations in interest and foreign exchange rates as well as liquidity risk
related to fund procurement, the ALM Committee was established to provide comprehensive control over the
management and procurement of funds.
(iv) To address equity investment risk, the Management Meeting and Board of Directors exercise control overinvestment policy and the status of investment in equities.
(v) The risks involved in products with asset value, such as real estate, aircraft, ships, and automobiles, areaddressed by the respective risk divisions, while the Comprehensive Risk Management Committee measuresrisks and monitors their status.
(vi) Information security risk is managed in accordance with the Basic Information Security Policy, rules on
handling personal information, and the ISO 27001 standard.
(vii) System risk and administrative risk are addressed by the IT and Administration Strategy Management
Committee, which deliberates on issues such as the Company’s IT strategy, IT investment, and administrative
system.
(viii) To address other general operational risks, the Risk Management Division identifies and measures risks
and revises countermeasures, while the Comprehensive Risk Management Committee provides overallmanagement.
In the event of large-scale natural disasters and other crises, the Company responds through a system in which
the Management Meeting designates the Crisis Management Rules and Business Continuation Plan Rules
following deliberation by the Comprehensive Risk Management Committee.
(4) System to Ensure the Efficient Performance of Directors’ Duties
Tokyo Century has constructed the following system to ensure the efficient performance of duties by its
directors.
(i) Clarifying the administrative authority and operational responsibility of each director and delegating theauthority of operational execution to executive officers to enable directors to perform their duties more
efficiently.
(ii) Establishing the Management Meeting as an advisory body to the president and CEO for preliminary
deliberation on important issues to enhance discussions by the Board of Directors as well as deliberation anddecisions on the execution of the Company’s operations and implementation of measures, within the scope of
authority defined by the Board of Directors.
(5) System to Ensure the Adequacy of Operations of Tokyo Century Group- 25 -

Tokyo Century exercises appropriate control over the management of its major subsidiaries and affiliates inaccordance with the rules on managing affiliated companies and compliance management regulations, as
shown below.
(i) Tokyo Century Group companies operate under a system in which they hold prior consultations with theCompany for instructions or approval on certain issues designated by the rules on managing affiliatedcompanies, such as the annual plan, budget, and financial results, and periodically reports on designated items
under their sales purview while promptly reporting on any serious risks that arise. In addition, officers,
managers, and other employees of Tokyo Century Corporation concurrently serve as directors of Group
companies and offer management advice to ensure efficient execution of duties by directors and officers ofGroup companies. Under this system, the Company exercises appropriate control of management over its
Group companies.
(ii) Under the shared Management Philosophy and Corporate Code of Conduct, each consolidated subsidiaryin Tokyo Century Group has assigned a chief compliance officer based on the compliance management
regulations and in the same way as their parent company. The chief compliance officer of Tokyo Century
Corporation has been designated by the president and CEO to exercise overall control. Group companies candirectly access the reporting routes of the Company to consult and report on compliance issues.
(iii) In principle, the Internal Control Committee meets quarterly and seeks to promote understanding of andwidely establish the internal control system of Tokyo Century Group.
(iv) Rules and regulations laid out by the Company on information security and the handling of personal
information are applied to Group companies and implemented under the supervision of the Company.
(6) System to Ensure the Adequacy of Financial Reporting
Tokyo Century recognizes that providing appropriate financial information to investors and business partners
through disclosure of reliable financial reports constitutes its responsibility as a company in maintaining andenhancing public trust. Given the importance of reliable financial reporting, the Company has established abasic policy on financial reporting and implements the following measures to ensure adequate financial
reporting.
(i) Establishment of the Internal Control Committee(ii) Business operation for ensuring the reliability of financial reporting(iii) Appropriate accounting processes(iv) Disclosure of the Corporate Governance Report(7) Employees Assisting in the Duties of Corporate Auditors
Tokyo Century has established an Auditor Office under the corporate auditors, staffed by employees who
assist with the duties of corporate auditors while concurrently belonging to other divisions.
(8) The Independence of Employees Mentioned in the Above Item from Directors
The Company ensures the independence of employees assigned to the Auditors Office from directors throughmeasures such as seeking prior approval from corporate auditors on the transfer and evaluation of such
employees.
(9) Ensuring of the Effectiveness of Corporate Auditors’ Instructions to Employees Assisting in the Duties ofCorporate Auditors
Employees who assist in the duties of corporate auditors remain under the command and control of corporate
auditors in performing tasks relevant to their assignment, thereby ensuring the effectiveness of instructions
given to them by corporate auditors.
(10) System for Reporting by Directors and Other Employees to Corporate Auditors and Other Systems for
Reporting to Corporate Auditors
Tokyo Century has established the following system to ensure that officers, managers, and other employeesof the Company and its Group companies are able to report to each corporate auditor.
(i) The Company has established a system in which corporate auditors receive reports on important mattersby attending the meetings of the Board of Directors as well as meetings held by other bodies, including theManagement Meeting, Transaction Evaluation Meeting, and ALM Committee.

- 26 -

(ii) In the event that a report is made to the Consultation/Whistleblowing System, or when an incident ofcorruption, large-scale natural disaster, or other crisis arises, the director in charge is required tosimultaneously report to the president and CEO and the corporate auditors. The standing corporate auditor
has been designated as one of the reporting routes of the Consultation/Whistleblowing System. (iii) Officers,
managers, and other employees of Tokyo Century and its Group companies are required to promptly comply
when requested by the corporate auditor to report on matters pertaining to the execution of their operations.
(11) System to Prevent Mistreatment of Persons for Having Reported in Accordance with the Previous Item
The Company prohibits the mistreatment of officers, managers, and other employees of Tokyo Century and
its Group companies for having reported to a corporate auditor of the Company.
(12) Policies on the Processing of Costs and Liabilities Arising from the Execution of Corporate Auditors’
Duties, Including Procedures for the Prepayment and Repayment of Costs Arising from the Execution of
Relevant Duties
When corporate auditors claim prepayment or repayment of costs arising from the execution of their duties,
the Company will promptly process the relevant costs or liability, except in cases where the cost is proved to
be unnecessary for executing the duties of the relevant corporate auditor.
(13) Other Systems to Ensure Effective Auditing by the Corporate Auditors
The Company has established the following system to ensure effective auditing by its corporate auditors.
(i) The president and CEO and the corporate auditors meet regularly to develop mutual understanding.
(ii) To ensure the effectiveness of audits conducted by corporate auditors, the manager of the Audit Office isrequired by the Rules on Internal Audits to exchange views and information by collaborating with corporate
auditors on a regular basis and as necessary.

2. Basic Views on Eliminating Anti-Social Forces

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

Not Adopted

Supplementary Explanation－

2. Other to Corporate Governance System
Overview of the Timely Disclosure System
Tokyo Century has formulated its Basic IR Policy in accordance with its basic policy of actively andconsistently disclosing its management strategy, status of business activities, financial condition, and otherinformation in a timely, fair, and accurate manner for the benefit of shareholders and investors. With regard
to implementing timely disclosure, the Company has established the “Procedures related to information
disclosure to the Tokyo Stock Exchange and Other Activities.” The Rules on Management of Internal
Information have been established to implement appropriate information management with regard to the
management of internal information.
With regard to information related to the Company’s business, management, and financial results, which may
significantly influence investment decisions by shareholders and investors, the Company has established a- 27 -

system in which information is promptly disclosed by the Public Relations & Investor Relations Division, as
described below.
(1) Disclosure of Information Concerning Decisions, Financial Results, and Earnings Forecasts
With regard to “information concerning decisions” and “information concerning financial results and earnings
forecasts,” which require disclosure under the timely disclosure regulations, the Public Relations & Investor
Relations Division promptly discloses this information following deliberation and resolution by the Board of
Directors and approval by the president of the Corporate Planning Unit.
(2) Disclosure of Information Concerning Events
With regard to “information concerning events,” which requires disclosure under the timely disclosure
regulations, the Public Relations & Investor Relations Division promptly discloses the information after
obtaining approval from the president of the Corporate Planning Unit. Information that is deemed necessary
by the general manager of the Corporate Planning Division is disclosed after obtaining approval from thepresident and CEO.
(3) Information Disclosure and Publication
The Company discloses and publishes information via the Company Announcements Disclosure Service (TDnet) provided by the Tokyo Stock Exchange. Information disclosed therein will be posted on the corporatewebsite.
The Company posts a summary of its Basic IR Policy on its corporate website to instill a better understandingof its IR policy among the broader public, including individual investors.
(https://www.tokyocentury.co.jp/en/ir/ir-policy/)- 28 -

1. Corporate governance structure including internal control system
General Meeting of Shareholders
Appointment / Dismissal

Coordination
Independent Auditor

Auditing

Appointment / Dismissal

Appointment / Dismissal

Auditing

Auditors(Board of Corporate
Auditors)

ReportingBoard of Directors

Compensation Committee
Deliberation /Reporting

Auditing

Coordination

Reporting

Audit UnitManagement Meeting

Appointment /Dismissal / Supervision
ReportingTransaction
Evaluation Meeting

Company Counsel

Risk Management Division

Credit Risk Management
Committee

President & CEO
Chief Compliance Officer

Asset Liability Management
Committee

Appointment

Direction /Supervision

Deliberation /Reporting

IT and Administration
Strategy Management
Committee

Business Headquarters /Operation Headquarters

Internal Audit Evaluationof Internal Control

Internal Control Committee
Comprehensive Risk
Management Committee

Coordination

Coordination

Nomination Committee

Sustainability Committee
Investment Management
Committee

Group Companies

2. Overview of timely disclosure system
Responsible department /Group Companies
Decision facts /Financial information

Facts that occurred

Board of Auditors

Reporting

Deliberation / Reporting

Auditing

Management Meeting

Corporate Planning Department
Discussion (Reporting)Decision

Board of Directors

President & CEO

Resolution

Public Relations and Investor Relations Department

Tokyo Stock Exchange (TDnet)

3. Skills Matrix of Director candidates
Name
Masataka
YukiyaKoichiBaba
Akio
Nakamura
ToshioAsano
Miho
TanakaTsuyoshiNumagami
HiroshiOgasawara
Koji
Fujiwara
Akihiko
Okada
HiroshiSato
MahokoHara
TatsuyaHirasakiShunichi
Asada

PositionIndependent
Director

Chairman & Co-CEO,Representative Director
President & CEO,
Representative Director

Corporate
Management

Areas of expertise and expected contributions
Legal Affairs,
GlobalFinance, Risk
Accounting,
Sustainability
Operations
Management
Taxation

●
●

●

●

●

●

●

●

●

External Director〇●

External Director〇●

External Director〇

External Director

〇

●

●

●

External Director

〇

●

●

●

●

●

●

●

●

●

●

●

External Director
Deputy President,
Director and Executive Officer
Deputy President,
Director and Executive Officer
Director and Senior Managing
Executive Officer
Director and Senior Managing
Executive Officer
Director

●

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●

●

●

●

●

●

●

●
●

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IT, Digital
Transformation

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