Corporate Governance Report
CORPORATE GOVERNANCE

Last Update:

ORIENTAL LAND CO., LTD.

July 10, 2024

Oriental Land Co., Ltd.

Kenji Yoshida, Representative Director
Contact: 047-305-3017
Securities code: 4661
https://www.olc.co.jp/en/index.html

ⅠBasic Views on Corporate Governance and Basic Information on Capital Structure, Corporate Attributes andOthers
1. Basic Views
Oriental Land Co., Ltd. ( “OLC”) will double down on enhancing its corporate value by acting on what it thinks it can dofor its customers and society, in order to walk the walk on its fundamental mission of providing “dreams, moving
experiences, happiness and contentment.”. OLC will double down on strengthening corporate governance, because it
understands the importance of enhancing management transparency and fairness, achieving sustainable growth anddevelopment and fulfilling our social responsibilities. Specifically, we carry out the following initiatives:(1) Reinforce the internal control system; ensure a thorough compliance system; establish a risk control system; andenhance the information management system;(2) Reinforce management oversight functions by enhancing the auditing system through auditors’ audits and internal
audits;(3) Increase management transparency through active information disclosure.
OLC is laser-focused on running its business operations with integrity and implementing the corporate ethics measures; in
so doing OLC aims to increase its corporate value and win the plaudits from our shareholders and other stakeholders.
[Reason for Non-Implementation of the Principles of the Corporate Governance Code]
OLC has implemented every principle of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1-4] Cross-Shareholdings Policy
OLC regards building long-term and amicable relations with other relevant companies as of critical importance in terms ofdriving sustainable growth and making advances in the core Theme Park business. We make it a rule to hold crossshareholdings in companies only if doing so would not only deepen our mutual ties but also enhance our corporate value.
We will reduce cross-shareholdings when such objectives cannot be met over the medium- to long-term.
In order to size up the appropriateness, every year at the Board of Directors meetings, we carefully examine individualcross-shareholdings in terms of validity of purposes, and scrutinize whether or not the cost-benefit (asset value, dividends,
transactions, etc.) and the holding risk is commensurate with the capital cost. As a result, we have concluded that none of
our holdings is unreasonable.
When exercising voting rights on listed shares, OLC shall make judgments on each proposal from the following
perspectives:(1) Will the proposal enhance the corporate value of the investment target over the medium- to long-term and lead togreater shareholder return?
(2) Are there any major violations of laws or regulations, anti-social acts, scandals, or other inappropriate activities by
the investment target?

1(3) Has the investment target been underperforming for a long time?
(4) Is there a possibility that the proposal will harm the common interests of shareholders?
[Principle 1-7] Related Party Transactions
Every year OLC conducts a written survey of its directors, corporate auditors and corporate officers to determine if there
are any transactions that may fall within the purview of related party transactions. Any transactions that fall within a purview
of conflict-of-interest transactions or competing transactions must obtain the approval of the Board of Directors. If suchtransactions are conducted, the parties concerned shall disclose the material facts thereof.
[Supplemental Principle 2-4 (1)] Retention of Diversified Mid-Level Human Resources
OLC makes no discrimination whatsoever based on gender, nationality, etc. in terms of recruitment and treatment, so that
OLC can fully tap into the talents of people of diverse backgrounds. We don’t have any quantitative threshold for hiring
women or foreigners. Admittedly, the ratio of women in managerial positions to the total number of women employees islow; hence, we regard this asymmetry as a problem to be addressed and will double down on resolving this issue by setting
a quantitative goal.
<<Reference: Women Manager Information>>
Goal for FY2025: 25% or more
Actual Status as of March 31, 2024: 17.7%
In terms of creating the value of the Theme Park business, human resources are no less indispensable to the OLC Group
than its investment in hard infrastructure. When it comes to running the Tokyo Disney Resort, the human interactions are
the name of the game. Our human resources, per se, are the source of strength. Employees of diverse backgrounds haveactively been engaged in day-to-day business operations of the OLC Group. Going forward, it is getting more and more
important to tap into diverse sense of values in order to do justice to the diversity of our customers, which is to be alignedwith our ESG objectives, too. We will double down on enhancing workplace environment as well as implementing growth
opportunities for our human capital by doing the following: implement and support growth opportunity for our employees;
promote work-life balance such as childrearing.
[Principle 2-6] Roles as Asset Owner of Corporate Pension
To hone its investment management expertise and to efficiently perform its expected roles as an asset owner and/or
corporate investor, OLC doubles down on enhancing human resources by installing some investment officers in charge of
the Accounting Division and the Personnel Division. At the same time, OLC will enhance their professional skills andknowledge by providing them with advanced training on asset management. In practice, the Pension Asset Management
Committee sets a target investment yield and monitors its performance. It outsources the selection of individual investment
targets and the exercise of voting rights to an external investment firm in order to prevent any conflicts of interest.
[Principle 3-1] Transparency and Fairness in Information Disclosure
In order to ensure transparency and fairness in its decision-making and to achieve its effective corporate governance, OLC
doubles down on disseminating information by disclosing the following matters:(1) Our vision (business philosophy, etc.), management strategies and management plans
We disclose our corporate philosophy, management strategies and management plans on our website(https://www.olc.co.jp/en/index.html).
(2) Basic views and basic policy on corporate governanceWe disclose our basic views and basic policy on corporate governance on our website2

(https://www.olc.co.jp/en/index.html).
(3) Policy and procedures for the Board of Directors for determining the remuneration of senior management anddirectors
Senior management and directors are compensated in cash and stock. The amount of compensation is determined by the
Nomination/Remuneration Committee, which has been entrusted by the Board of Directors; and must not exceed thelimit decided at the General Meeting of Shareholders. Compensation is decided based on how well each member ofsenior management and each director has performed in terms of management and individual goals; and how much they
have contributed to the management of OLC. This system is designed to provide a sound incentive for driving sustainablegrowth.
(4) Policy and procedures for the Board of Directors to appoint or dismiss any member of the senior management and tonominate candidates for director and corporate auditor[Policy] OLC nominates candidates for senior management/directors on the basis of the following: (i) whether the person
has abundant business experience and profound knowledge of corporate management, (ii) whether the person has a trackrecord of sound, long-term, managerial decision-making and successful business execution that will contribute to thecontinuous improvement of future corporate value, and (iii) whether the person will honestly fulfill their duties andresponsibilities while complying with laws and corporate ethics. With regard to candidates for corporate auditor, OLC
nominates a candidate on the basis of, in addition to those mentioned above, the person’s ability to contribute to theestablishment of a good system of corporate governance, the ability to engage in constructive discussions and dialogues
with the Board of Directors and senior management to ensure management transparency, and the ability to ensure
independence from executives and maintain a fair and unbiased attitude. If directors, members of senior management or
corporate auditors deviate from the above standards or are deemed to have otherwise significantly impaired the OLC’s
corporate value, we will take the following dismissal procedures.
[Procedures] A proposal for the appointment or dismissal of a director or corporate auditor or the appointment or
dismissal of a member of the senior management is deliberated by the Nomination/Remuneration Committee, an advisory
body to the Board of Directors, before being decided by the Board of Directors.
(5) For the description of individual appointment, dismissal and nomination upon appointing and dismissing membersof the senior management and nominating candidates for director and corporate auditor, please refer to the attached tableof this report concerning the appointments.
[Supplementary Principle 3-1 (3)] Disclosure Policy of Sustainability
OLC showed its approbation for TCFD in April 2022 and has made a disclosure concerning its efforts
towards sustainability as well as the disclosure as per TCFD suggestions on our website(https://www.olc.co.jp/). Further, OLC has disclosed its updates concerning its investments, such as humancapital investment, in the Fact Book, Integrated Report, Sustainability Report, etc.
[Supplementary Principle 4-1 (1)] Scope of Delegation of Responsibilities to Management
The Board of Directors makes judgments and decisions on matters stipulated by law and internal rules (Rules of
Administrative Authority).
Furthermore, to promote timely and appropriate decision-making, OLC has established the Management Council so as todecide on important matters concerning the execution of duties delegated by the Board of Directors (excluding matters to
be resolved by the Board of Directors under the Rules of Administrative Authority).

3

[Principle 4-9] Criteria for Independence of Independent External Directors
In order to ensure independence, OLC’s independent external directors are subject to the following criteria:
1. They are not ,or were not over the past ten years, an executive of OLC or any of the consolidated subsidiaries of OLC(hereinafter, the “OLC Group”).
2.None of the following (1) to (6) shall apply to them with respect to the past three years:(1) A shareholder that holds 10% or more of the voting rights of OLC; or an executive thereof;(2) A major lender to the OLC Group; or an executive thereof;(3) A vendor whose business with OLC per fiscal year exceeds 2% of the consolidated sales of either OLC or such a
vendor; or an executive thereof;(4) A lawyer, a certified public accountant or any other consultant who receives cash of more than 10 million yen or otherassets from the OLC Group apart from a compensation in the form of directors’ remuneration;(5) An independent auditor of the OLC Group, or a person who belongs to such independent auditor; or(6) A person or an organization that receives a donation of more than 10 million yen from the OLC Group; or an executiveof such an organization.
3. They are not a close relative (spouse or blood relative within two degrees of kinship) of a board director, corporate auditor
or corporate officer of the OLC Group.
4. There should not be any matters that may cause a material conflict of interest when they execute their professional duties
as an independent external director, nor should there be any of their personal interests in OLC that may affect their judgment.
5. If the aforementioned condition (2) should apply to a person, OLC may still nominate the person as a candidate for an
independent external director who OLC thinks has got sufficient independence in view of their knowledge and capabilities,
on condition that OLC explains why it has concluded that the person in question is fit to serve as an independent external
director.
[Supplementary Principle 4-10 (1)] Optional Nomination/Renumeration Committee
We have set up an optional Nomination/Remuneration Committee, a majority of which is comprised of independent external
directors, as an advisory body to the Board of Directors. This committee is comprised of Toshio Kagami (Representative
Director and Chairman of the Board of Directors) , as a chairman, Yumiko Takano (Representative Director, Chairman,
and CEO), Independent External Directors of Tsutomu Hanada, Yuzaburo Motegi, and Misao Kikuchi and the
independence of the committee is ensured. The Nomination/Remuneration Committee is allowed to provide advice asrequested by the Board of Directors and is, purview-wise, tasked with the following: prepare a draft of the basic policy
regarding the nomination and remuneration of directors and corporate auditors; prepare proposals concerning thenomination of directors and remuneration for the General Meeting of Shareholders; prepare a draft of the selection anddismissal of representative directors and executive directors; deliberate on the succession plan; and report to the Board.
The Nomination/Remuneration Committee, which is entrusted by the Board, is authorized to decide the amount of
remuneration within the range that has been determined at the General Meeting of Shareholders.
[Supplementary Principle 4-11 (1)] Structure of Board of Directors
OLC’s Board of Directors has stipulated in the Articles of Incorporation that the appropriate size of the Board of Directors, whichis capable of quick and appropriate decision-making, should be not more than 15－which is based on their thinking.
OLC’s Board of Directors has consciously emphasized diversity in terms of representation, within the acceptable range, byembracing female directors and independent external executive directors; in so doing, it has doubled down on creating a wellbalanced Board (in terms of knowledge, experience, and competency required to effectively perform its roles and obligations).
Regarding the nominations of the directors, it is our policy to nominate those who have had a superb track record in terms of4

leadership, knowledge and experience in various fields; candidates are thoroughly scrutinized for these attributes.
Regarding the skill matrix of our Board of Directors, please refer to the Invitation Notice of the General Meeting of

Shareholders.
[Supplementary Principle 4-11 (2)] Disclosure of Co-responsibility of Directors and Corporate Auditors
Some directors and corporate auditors of OLC concurrently serve as an executive of another listed company; however thenumber of such executives is within a reasonable range. Moreover, OLC discloses the updates concerning the
aforementioned matter in the notice of the General Meeting of Shareholders.
[Supplementary Principle 4-11 (3)] Analysis and Evaluation on the Effectiveness of the Board of Directors
Every fiscal year, OLC’s Board of Directors analyzes and evaluates the effectiveness of the Board of Directors as a whole,using the results of the evaluation sheets distributed to and collected from each director and corporate auditor as part of theevaluation material. For the 2023 fiscal year, as in the preceding fiscal year, these evaluation sheets were subject toaggregation and analyzed using a support service provided by an external organization.
The results of the evaluation for the Board of Directors by each director and corporate auditor in the preceding fiscal year
have indicated that the operation method, details of discussions, efforts each member has made, etc. are generally
appropriate and sufficient. Having deliberated on the effectiveness of the Board, the Board of Directors have concluded
that it is being run appropriately and that its effectiveness has been ensured. (The effectiveness of the Board of Directors
in fiscal year 2023 is currently being evaluated.)
Going forward, we will make necessary improvements in order to ensure the effectiveness of the Board of Directors and tofurther enliven it.
[Supplementary Principle 4-14 (2)] Policy on Training for Directors and Corporate Auditors
In order for directors and corporate auditors to appropriately fulfill their expected roles and responsibilities, OLC offers
the training program upon their appointment. In addition to this, OLC not only offers them various training
programs but also backs them financially so that they can acquire and update their knowledge andexpertise; thus, OLC holds in-house study meetings and arranges for educational programs offered byoutside institutions. As far as external directors and external corporate auditors are concerned, OLC provides
them with learning opportunities in order for them to get more savvy about the OLC’s business operations;
therefore, OLC invites them on a study tour at its headquarters, the Parks, etc. on a regular basis.
[Principle 5-1] Policy on Constructive Dialogue with Shareholders
We have established and disseminated the Disclosure Policy, a policy concerning adequate, timely and fair disclosure. Bymaking a transparent disclosure in accordance with the Policy, we will seek to develop mutual understanding and trust with
our stakeholders and get the dialogue going, which is one of our management credos.
[Implementation status of dialogue with shareholders, etc.]
OLC has been actively engaged in various IR Activities to facilitate constructive dialogue with shareholders and investors
inside and outside of Japan, etc., aiming at the sustainable growth of the OLC Group and the enhancement of its corporate
value over the medium- to long-term. Please refer to the following statement: 2 (IR Activities) in Ⅲ (Implementation of
Measures for Shareholders and Other Stakeholders) for the specific contents of activity status and the implementation statusof the 2023 fiscal year, etc. regarding IR.
Furthermore, OLC has been working on the sustainable growth and the enhancement of the corporate value over the5medium- to long-term by providing opinions/issues which we have acknowledged through dialogue with shareholders andinvestors, etc. in a form of feedback, to the management and the Board of Directors and reflecting them in a timely fashion
into our management strategies and financial/capital strategies, etc. Specific contents/cases, etc. improved based on the
dialogue with shareholders and investors, etc. are made public on OLC’s Integrated Report (published every fiscal year).
Please refer to the following URL.
Integrated Report: https://www.olc.co.jp/en/ir/library/annual.html[Action to implement management that is conscious of cost of capital and stock price] [Disclosure in English available]
The evaluation of the current conditions and future initiatives are disclosed in the Financial Results for the fiscal year ended
March 2024. We will continue pursuing both business growth and shareholder returns and conduct management with afocus on return on capital.
(Japanese) https://www.olc.co.jp/ja/ir/library/presentations.html(English) https://www.olc.co.jp/en/ir/library/presentations.html
2. Capital Structure
Percentage of Shares Held by Foreign Investors: More than 10% but less than 20%[Major Shareholders]Disclosing it on our website (https://www.olc.co.jp/).

Existence of Controlling Shareholder:No

Existence of Parent Company:

No

3. Corporate Attributes(Omitted)
4. Guidelines for Measures to Protect Minority Shareholders When Conducting Transactions with Controlling
Shareholder―

5. Other Particular Conditions that May Materially Affect Corporate GovernanceOur other affiliated company is Keisei Electric Railway Co., Ltd. Among the external officers is an individual who was oncea director of the same company in the past. In addition, we engage in insignificant numbers of transactions with the same
company; these transactions account for less than one percent of OLC turnover. At the same time, Keisei Electric Railway
Co., Ltd., is not involved in the decision-making process related to management and business operations and does not wielda strong influence over OLC, such that no special measures have been implemented to ensure independence in terms of theprotection of minority shareholders.

6ⅡManagement Organization and Other Corporate Governance Systems concerning Management DecisionMaking, Execution and Supervision
1. Organization Structures and Organizational Operations
Organizational Form:

Company with Board of Corporate Auditors[Directors]
Maximum Number of Directors Stipulated in Articles of Incorporation:

15

Term of Office for Directors Stipulated in Articles of Incorporation:1 year
Chairman of the Board of Directors:

Representative Director other than Chairman or President

Number of Directors:

12

Appointment of External Directors:

Appointed

Number of External Directors:

5

Number of External Directors Designated as Independent Officers: 5
Relations with the company (1)Name

Association

Relationship with the Company*
a

b

c

d

e

f

g

h

i

△

△

△

〇

Tsutomu
HanadaFrom another company

Yuzaburo
Mogi

From another company

Kunio
Tajiri

From another company

Misao
KikuchiFrom another company〇

Koichiro
Watanabe

From another company

△

j

k

△

*Legends refer to Relationship with the Company*A symbol “〇” denotes “Yes pertaining to the subject person at present or recently” and “△” denotes “Yes pertaining to thesubject person in the past” with respect to any of the following relations:*A symbol “●” denotes “Yes pertaining to the relatives of the subject person at present or recently” and “▲” denotes “Yespertaining to the relatives of the subject person in the past” with respect to any of the following relations:a. An executive at a listed company or its subsidiaryb. An executive or non-executive director at a parent company of a listed company
c. An executive at a sister company of a listed company
d. An entity or its executive who runs business which deals mainly with a listed company
e. A major business partner of a listed company, or an executive of such a business partner
f. A consultant, an accounting professional, or a legal professional who receives a considerable amount of money or otherassets other than an officer’s remuneration from a listed company
g. A major shareholder of a listed company (if such a shareholder is a legal entity, an executive thereof)
h. An executive (only applicable to the person himself or herself) who is a business partner of a listed company (other thanthose referred to Items f, g, or h in this clause)i. An executive (only applicable to the person himself or herself) at an entity where an external director concurrently serves.
j. An executive (Only applicable to the person himself or herself) at an entity to which a listed company donates
k. Others
7

Relations with the company (2)Designation as
Name
Independent Officer

Tsutomu
HanadaYuzaburo
Mogi

Supplementary Information of theRelationship〇

Mr. Tsutomu Hanada served as Chairman
and Representative Director of Keisei
Electric Railway Co., Ltd., which is a major
shareholder and a business partner of OLC,
until June 2015; he currently serves as
Advisor to this railway company; however,the volume of business transactions between
Keisei Electric Railway Co., Ltd. and OLC isimmaterial, accounting for less than 1% of
OLC’s turnover. The Representative
Director, President and COO of OLC serves
as External Corporate Auditor of Keisei
Electric Railway Co., Ltd.

〇Mr. Yuzaburo Mogi is the Honorary CEO
and Chairman of the Board of Kikkoman
Corporation, which does business with OLC;
however, the volume of business transactions
between Kikkoman Corporation and OLC isimmaterial, accounting for less than 1% of
the OLC’s turnover.

8

Reasons for Appointment
Mr. Tsutomu Hanada possesses
abundantbusiness
experience,
specialized knowledge, and broad
insights: he has not only run a railwaycentered business over decades but also
served as an external director at someother companies. He possesses acompelling track record: he has served
as an External Executive Director of
OLC and supervised the business
management thereof for years and issavvy about our business. Goingforward, OLC will double down on
enhancing its corporate governanceand corporate value; to this end, we
have appointed him as an External
Executive Director so that we can tap
into his seasoned business experience,
which he has gained by running acompany. In so doing, we hope that Mr.
Hanada will be able to supervise
business management at OLC andadvise us from his vantage point. Last
but not least, having conclusively
determined that he is in a position to
avoid any risk that a conflict of interest
with shareholders in general mightarise, we have designated him as anindependent officer.
Mr. Yuzaburo Mogi possesses
abundant experience, specialized
knowledge, and broad insights. He
possesses a wide gamut of businessexperience: he has run a global foodcompany; he has represented economic
organizations and others; and he hasserved as an external director at someother companies. In order to enhance
the fairness and transparency ofbusiness management at OLC, he has
not only spontaneously shared with us
at meetings of the Board of Directors,
etc. what he has had to say but has
robustly
supervised
businessmanagement at OLC as an External
Executive Director. Going forward,
OLC will double down on enhancing
its corporate governance and corporate
value; to this end, we have appointed
him as an External Executive Director
so that we can tap into his seasoned
business experience, which he has
gained by serving as a management
executive. In so doing, we hope that hewill be able to supervise business
management at OLC and advise us
from his vantage point; his multifaceted viewpoint counts. Last but notKunioTajiri

Misao
Kikuchi〇〇Ms. Misao Kikuchi serves not only as
Representative Director and Chairman of
Keiyo Gas Co., Ltd., which is a business
partner of OLC, but also as External Directorof Keisei Electric Railway Co., Ltd., which
is a major shareholder and a business partnerof OLC. However, the volume of business
transactions between those companies and
OLC is immaterial, accounting for less than
1% of the OLC’s turnover. The
Representative Director and Chairman of theBoard of Directors of OLC serves as
External Corporate Auditor of Keiyo Gas
Co., Ltd.

9

least, having conclusively determinedthat he is in a position to avoid any riskthat a conflict of interest withshareholders in general might arise, wehave designated him as an independent
officer.
Kunio Tajiri possesses abundantbusiness experience, specialized
knowledge, and broad insights: hehas not only run a global trading
company and an apparel company
but has also served as an external
director at some other companies.
In order to enhance the fairness andtransparency of business managementat OLC, he has not only spontaneously
shared with us at meetings of the Boardof Directors, etc. what he has had to say
but has robustly supervised business
management at OLC as an External
Executive Director. Going forward,
OLC will double down on
enhancingits
corporate
governance and corporate value;
to this end, we have appointed
him as an External Executive
Director so that we can tap into
his seasoned business experience,
which he has gained by serving asa management executive. In sodoing, we hope that he will be able
tosupervisebusinessmanagement at OLC and advise
us from his vantage point; his
multifaceted viewpoint counts.
Last but not least, having
conclusively determined that he isin a position to avoid any risk thata conflict of interest withshareholders in general mightarise, we have designated him as
an independent officer.
Ms. Misao Kikuchi possesses abundantbusiness
experience,
specialized
knowledge, and broad insights: she has
not only run a gas-focused energy
company, etc. but has also served as anexternal director at some othercompanies. In order to enhance thefairness and transparency of business
management at OLC, she has not only
spontaneously shared with us atmeetings of the Board of Directors, etc.
what she has had to say but has robustly
supervised business management at
OLC as an External Executive
Director. Going forward, OLC will
double down on enhancing its
corporate governance and corporate
value; to this end, we have appointed

Koichiro
Watanabe〇

her as an External Executive Director
so that we can tap into her seasoned
business experience, which she has
gained by serving as a management
executive. In so doing, we were hopingthat she will be able to robustly
supervise business management at
OLC and advise us from her vantage
point; diversity-wise her advice counts.
Therefore, we have appointed Ms.
Kikuchi as an External Executive
Director. Last but not least, having
conclusively determined that she is in aposition to avoid any risk that a conflictof interest with shareholders in general
might arise, we have designated her as
an independent officer.
Mr. Koichiro Watanabe possesses
abundant experience, specialized
knowledge, and broad insights as an
executive at a life insurance company
and as a representative and officer of anindustry
association,
economicorganization, and ministry council. He
also possesses ample experience as anexternal officer for other business
Mr. Koichiro Watanabe served ascompanies. Going forward, OLC will
Representative Director and Chairperson
double down on enhancing its
and as Director and Chairperson for the Daicorporate governance and corporate
ichi Life Insurance Company, Limited,value; to this end, we have appointed
which is a business partner of OLC, until
him as an External Executive Director
June 2020 and March 2023, respectively,
so that we can tap into his seasoned
and currently serves as a Special Advisor.
business experience, which he has
However, the volume of businessgained by serving as a managementtransactions between this company and OLC
executive. In so doing, we hope that heis immaterial, accounting for less than 1% ofwill be able to supervise business
OLC turnover.
management at OLC and advise us
from his vantage point; his
multifaceted viewpoint counts. Last
but not least, having determined that heis in a position to avoid any risk that a
conflict of interest with shareholders ingeneral might arise, we havedesignated him as an independent
officer.

10

Existence of optional committee equivalent to a nomination committee or remuneration committee:

Yes

Establishment, Composition, and Attributes of Chairman of Optional Committee
Name ofCommittee

Total
Committee
Members

Standing
Members

Internal
Directors

External
Directors

External
Experts

OthersChairman

Optional
Committee
Corresponding toNomination
Committee

Nomination/
Remuneration
Committee

5

0

2

3

0

0

Internal
Director

Optional
Committee
Corresponding to
Remuneration
Committee

Nomination/
Remuneration
Committee

5

0

2

3

0

0

Internal
Director

Supplementary Information
To enhance the independence and objectivity of the functions of the Board of Directors concerning the nomination andremuneration of the directors, OLC has established an optional Nomination/Remuneration Committee, a majority of whichis comprised of independent external directors, as an advisory body to the Board of Directors. The Committee deliberates
the appropriateness of matters concerning the nomination and remuneration of directors and corporate auditors and reports
to the Board of Directors. The individual remuneration amounts paid to the directors are decided at the Committee as
entrusted by the Board of Directors.
[Corporate Auditors]
Establishment of Board of Corporate Auditors: Yes
Maximum Number of Corporate Auditors Stipulated in Articles of Incorporation:
Number of Corporate Auditors:

6

4

Cooperation among Corporate Auditors, Accounting Auditors and Internal Audit Departments
As far as the corporate auditors and accounting auditors are concerned, they are briefed on an audit plan by accounting
auditors at the beginning of a quarter; they get updated on the latest audit status every quarter; therefore, they are in thesame loop on any accounting issues that need to be addressed.
Corporate auditors and audit department (the internal audit department) scrutinize an internal audit plan in advance; andthey get directly briefed on the results of such an internal audit at the Board of Corporate Auditors regularly and as required.
In so doing, they set about auditing by cooperating with each other. The three parties－corporate auditors, independent
auditors, and audit department－double down on close cooperation through information and opinion exchanges among
themselves.
Appointment of External Corporate Auditors:

Appointed

Number of External Corporate Auditors:

3

Number of External Corporate Auditors Designated as Independent Officers: 3

11

Relations with OLC (1)Name
Yukihito
Mashimo
Tatsuo Kainaka
Norio Saigusa

Association

Relationship with the Company*
a

b

C

d

e

f

g

h

From another company
LawyerFrom another company*Legends refer to Relationship with the Company

i

j

k

△

〇
〇

△

△

△

△

l

m

*A symbol “○” denotes “Yes pertaining to the subject person at present or recently” and “△” denotes “Yes pertaining to thesubject person in the past” with respect to any of the following relations:*A symbol “●” denotes “Yes pertaining to the relatives of the subject person at present or recently” and “▲” denotes “Yespertaining to the relatives of the subject person in the past” with respect to any of the following relations:a. An executive at a listed company or its subsidiaryb. A non-executive director or an accounting counselor at a listed company or its subsidiaryc. An executive or a non-executive director at a parent company of a listed company
d. A corporate auditor at a parent company of a listed company
e. An executive at a sister company of a listed company
f. An entity or its executive who runs business that deals mainly with a listed company
g. A major business partner of a listed company, or an executive of such a business partner
h. A consultant, an accounting professional, or a legal professional who receives considerable amount of money or otherassets other than an officer’s remuneration from a listed company
i. A major shareholder of a listed company (if such a shareholder is a legal entity, an executive thereof)
j. An executive (only applicable to the person himself or herself) who is a business partner of a listed company (other thanthose referred to Items f, g, or h in this clause)k. An executive (only applicable to the person himself or herself) at an entity where an external director concurrently
serves.
l. An executive (only applicable to the person himself or herself) at an entity to which a listed company donates
m. Others

12Relations with the company (2)Designation as
Name
Independent Officer

Yukihito
Mashimo○

TatsuoKainaka○

Norio
Saigusa○

Supplementary Information of the Relationship
Mr. Yukihito Mashimo served as Director for Keisei Electric
Railway Co., Ltd., which is a major shareholder and business
partner of OLC, and as Representative Director and President for
Shinkeisei Electric Railway Co., Ltd., which is a business partnerof OLC, until June 2015 and June 2024, respectively. However,the volume of business transactions between these companies and
OLC is immaterial, accounting for less than 1% of OLC turnover.
OLC’s Representative Director and President (who concurrently
serves as COO) serves as an External Corporate Auditor of Keisei
Electric Railway Co., Ltd.
Mr. Tatsuo Kainaka is a lawyer belonging to one of the law firms
with which OLC has had an advisory agreement. However, thevolume of OLC’s business transactions with the firm isimmaterial, representing less than 1% of the OLC’s turnover.
Mr. Norio Saigusa served as Representative Director andChairman of Keisei Electric Railway Co., Ltd., which is a major
shareholder and a business partner of OLC, until June 2021 andcurrently serves as Advisor. However, the volume of OLC’s
business transactions with the firm is immaterial, representing
less than 1% of the OLC’s turnover. The Representative Director,
President and COO of OLC serves as External Corporate Auditorof Keisei Electric Railway Co., Ltd.

Reasons for
Appointment(Described later)

Reasons for appointment
Yukihito Mashimo
Having been in charge of the Accounting Department at other business companies, primarily in the railroad business, formany years, Mr. Yukihito Mashimo possesses abundant knowledge related to finance and accounting. We have appointed
him as an External Corporate Auditor with the expectation that he will precisely advise with respect to and conduct audits
on the management of the Company by harnessing his wealth of experience and wide-ranging insight as an executive at
different business companies. Having determined that he is in a position to avoid any risk that a conflict of interest withshareholders in general might arise, we have designated him as an independent officer.
Tatsuo Kainaka
Mr. Tatsuo Kainaka has not only served as Supreme Court Justice but has also compiled a compelling track record as alawyer in business law. Armed with unparalleled knowledge of laws and regulations, he conducts audits professionally andobjectively. Outside of our company, he has successively chaired some investigative committees and third-party
committees that conducted fair audits on and investigations into various companies. We have appointed him as an External
Corporate Auditor with the expectation that he will precisely advise with respect to and conduct audits on the managementof the Company by harnessing his professional credentials, wealth of legal experience, and wide-ranging insight. Moreover,except for the legitimate remuneration for his work as an External Corporate Auditor, we are not paying a substantial
amount of money to Mr. Kainaka or any organization to which he belongs; henceforth, we have ascertained that (a) he will
ensure that fair audits and oversight actions will be performed, and that (b) he will not have a conflict of interest withshareholders in general. Such being the case, we have designated him as an independent officer.
Norio Saigusa
Mr. Norio Saigusa possesses abundant business experience, broad insights, and a compelling track record as an entrepreneurof a railway-centered business. We have appointed him as an External Corporate Auditor with the expectation that he will13

precisely advise with respect to and conduct audits on the management of the Company by harnessing his professional
credentials. Furthermore, having conclusively ascertained that he will not have a conflict of interest with shareholders ingeneral, we have designated him as an independent officer.
[Independent Officers]
Number of Independent Officers:

8

Other Matters concerning Independent Officers―[Incentives]
Incentive Policy for Directors:

Introduction of a performance-linked remuneration scheme/Other

Supplementary Information
A performance-linked remuneration scheme and Board Benefit Trust-Restricted Stock (BBT-RS) program were introducedin fiscal year 2024 as remuneration schemes for Directors (Excluding External Directors).
Performance-linked remuneration scheme
Performance-linked remuneration is paid in cash on an annual basis in accordance with the extent to which performanceindicators for performance-linked remuneration prescribed in advance are attained each fiscal year. Performance indicators
are financial targets as set forth in the medium-term management plan and performance-linked remuneration varies withina range of 0% to 150% with 100% corresponding to standard attainment. Performance-linked remuneration for Directors
is set to account for between 10% and 30% of the total amount of remuneration Directors are paid, depending on position
and title and based on the assumption that there has been a standard attainment of performance indicators. The general
meeting of shareholders in June 1999 resolved that the total amount of monetary remuneration for a Director shall be no
greater than 80 million yen per month; the sum of performance-linked remuneration and any fixed amounts of monetary
remuneration shall not be paid in excess of this limit.
Board Benefit Trust-Restricted Stock (BBT-RS)
This is a stock compensation program under which Company stock is acquired through a trust funded by money contributedby the Company and under which Company stock and money equivalent to the amount obtained by converting Company
stock at market value are paid to Directors through the trust in accordance with the Regulations Governing Share Benefits
for Officers. In principle, Directors receive Company stock at a given time each year and receive money equivalent to theamount obtained by converting Company stock at market value when they retire from the Company. A Director receiving
Company stock during the term of office shall conclude a restricted transfer agreement with the Company prior to receivingsuch benefits and shall be restricted from disposing of such stock by way of transfer or other means until retirement.
[Director Remuneration]
Disclosure of Individual Director’s Remuneration:

No individual disclosure

Supplementary Information
The total remuneration amounts for internal directors and external directors are separately disclosed.
Policy for Determining Remuneration Amounts and Calculation Methods Thereof:

14

EstablishedSupplementary Information
Taking into consideration various factors (such as degree of accomplishment of management objectives; individual degreeof accomplishment of their own objectives; individual degree of contribution to OLC; and others), theNomination/Remuneration Committee, which is entrusted by the Board of Directors, determines the remuneration of thedirectors in such a way as to give them a sound incentive for working towards the sustainable growth of OLC. The total
amount of remuneration－that is resolved at the General Meeting of Shareholders－is capped; remuneration is paid
from that money pool in the form of money and stock on a regular basis. However, external directors arecompensated in cash only.
[Support System for External Directors (External Corporate Auditors)]Those in charge of the sections concerned will brief the external directors and external corporate auditors on the latest
financial results and other necessary updates. In preparation for the Board of Directors, etc., we run chores: distributing
material in advance; and providing support such as explaining beforehand, if need be. Furthermore, to assist the
professional obligations of corporate auditors, OLC has staffed the Corporate Auditor Office, which is independent of theexecutive side of OLC.
[Status of Persons Who Retired: ex-Representative Director and ex-President, etc.]
Names, etc. of Counselors/Advisors, etc. : ex-Representative Director and ex-President
Form and conditions of
employment
Date of retirement
Title and
Name
Description of position(standing/non-standing,as President
positioncompensated/uncompensated)
Advice on business
operation based on
experience as
YoshiroSpecialNon-standing, compensatedJune 26, 2009
Fukushima Counselor President (noinvolvement indecision-making)
Advice on business
operation based on
Kyoichiro
Specialexperience as
Non-standing, compensatedJune 29, 2021
UenishiCounselor President (noinvolvement indecision-making)Total number of Counselors/Advisors, etc. of ex-Representative Director
and ex-President
Other Matters:

Term ofofficeRenewedannually

Renewedannually2No

2. Matters on Functions of Business Execution, Auditing, Supervision, Nomination and Remuneration Decisions
Business Execution
OLC has introduced a corporate officer system to develop a more robust group management control system and to ensurecorporate governance－with a view to keeping abreast of the changes in the environment surrounding its business. Thisclarifies the supervisory and executive responsibilities in each business of the Group and enables directors to focus onsupervision, thereby bolstering the management’s supervisory functions and encouraging the delegation of the task ofbusiness execution to corporate officers, which is designed to expedite the decision-making process. A Board of Directors
meeting is held once a month, in principle and is attended by all corporate auditors (both standing and non-standing). The
15

directors and corporate auditors, who have different duties, check the management of OLC from their respective
perspectives. The directors carry out deliberations in accordance with the basic policies of management while ensuringthat there are no breaches of laws and the Articles of Incorporation. Furthermore, to promote timely and appropriate
decision-making, OLC has established the Management Council－chaired by the CEO－which decides and reports onimportant matters concerning the execution of duties delegated by the Board of Directors (excluding matters to be resolvedby the Board of Directors as per the Rules of Administrative Authority). The Management Council comprises full-time
directors and corporate officers and is held twice a month, in principle. Standing corporate auditors can also attend theManagement Council and express their opinions, which the Chairman of the Board of Directors may attend depending on
the topic of discussion as well. Furthermore, OLC has also established an optional Nomination/Remuneration Committee,
a majority of which is comprised of independent external directors, as an advisory body to the Board of Directors. OLC
has twelve directors (nine males, three females), five of whom are external directors; further, OLC has 13 corporate officers
who do not concurrently serve as directors (twelve males, one female).
Audit, Supervision
OLC has adopted a corporate auditor system. In order to understand the important decision-making process and the statusof the execution of duties, its two standing corporate auditors attend the following meetings, where they express what they
have to say: Board of Directors; the Management Council; Risk Management Committee; Compliance Committee; andother important meetings and committees.
The Board of Corporate Auditors holds a meeting once a month, in principle, on a regular basis. At these meetings, standing
auditors brief non-standing auditors on the following: the updates on the Management Council and other important
meetings; the implementation status of audits on subsidiaries and the results thereof. In so doing, they exchange opinions
and have discussions.
Three of the four corporate auditors of OLC are external corporate auditors; therefore, by embracing their objective andindependent opinions, we have established an effective audit system.
Furthermore, in order to enhance the effectiveness of auditors’ audits and to facilitate the smooth execution of audit duties,
OLC has established the Corporate Auditors Office, which operates independently of the directives and orders of Directors
and other officers, and staffed it with a view to providing corporate auditors with assistance. OLC has also formulated the
Policy for Reporting to Auditors, which stipulates the following: matters that executives and employees have to report tocorporate auditors; the timing and procedures for such report. Added to this, they shall report in a timely fashion.
Moreover, in order to (a) further comply with laws and internal regulations and to (b) realize ensuring the effective
execution of duties, OLC has established the Internal Audit Department which shall be an internal audit. We conduct
internal audits objectively in order to optimize management efficiency and enhance profitability. Internal audits aredesigned in such a way as to enable us to find out whether our business operations are aligned with our management policy,
management plan, internal rules by getting inputs such as investigation, evaluation and advice with respect to theeffectiveness and adequacy of our business operations. The result of an internal audit will be reported to the President of
OLC as well as being reported directly at meetings of the Board of Directors and Board of Corporate Auditors, which is
to aim at cooperating each other. In addition, the continuous improvement and substantial fulfillment of the internal control
has been making by that the result of the internal audit shall be reported to the Risk Management Committee and/or theCompliance Committee, or other concerned organization depending on objects to be audited, also that any issue will bedirectly brought up and the measures to improve such issue will be proposed. The corporate auditors, accounting auditors,
and the internal audit department, if need be, hold meetings between two or among the three parties and exchange
16

information and opinions in order to get in the same loop on any issues at hand; in so doing, we conduct audits in acoordinated fashion. To ensure accounting accuracy, KPMG AZSA LLC audits OLC. Our designated limited liability andengagement partners from KPMG AZSA LLC are the following certified public accountants: Noriaki Habuto and Ryoma
Dodo. Additionally, a total of 24 accountants and assistants engage in other accounting and auditing activities.
Overview of Liability Limitation Agreement
OLC has entered into an agreement with its external directors and external corporate auditors to limit their liability fordamages as outlined under paragraph 1, Article 423 of the Companies Act, pursuant to paragraph 1, Article 427 of the Act.
and the provision of the Articles of Incorporation. The maximum amount of liability under the agreement is the minimum
liability amount stipulated by paragraph 1, Article 425 of the Companies Act.
3. Reasons for Adopting the Current Corporate Governance System
Our thinking is based on the following premises: tapping into opinions from the outside－the twelve directors including
the five external directors that comprise the Board of Directors－will ensure fairness in corporate management; utilizing
savvy advice from those on the board who have had broad experience and a wide knowledge will lead to appropriate
decision-making; the effective accounting regime based upon collaboration among the three－the corporate auditors,
accounting auditors, and the internal audit department－will vouch for legitimate, appropriate supervision, which is statedin the aforementioned paragraph. It is for these reasons that we have adopted the current system.

Ⅲ Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize General Meetings of Shareholders and Facilitate the Exercise of Voting Rights
a. Early Sending of Notice of Convocation of the General Meeting of Shareholders
In order to strive for the early disclosure and mailing of the convocation notice, for the Annual Meeting of Shareholders on
June 27, 2024, the measures for electronic provision were commenced on our website and TDnet, which is operated by the
Tokyo Stock Exchange, four weeks earlier on May 29, 2024, and the notice of convocation was sent out on June 5, 2024.
https://www.olc.co.jp/en/ir/stockshares/meeting.html
b. Exercise of Voting Rights by Electronic Means
The exercise of voting rights via the Internet is allowed on the website for the voting rights exercise run by the shareholder
registry administrator.
c. Electronic Voting Platform for Institutional Investors
OLC allows the exercise of voting rights on the voting platform operated by ICJ, Inc.
d. Providing Convocation Notice (Summary) in English
English translations of the convocation notice and reference material are also posted on our website.
e. Others
・Questions are received from shareholders in advance via the Internet, some of which are answered by officers on the dayof the general meeting of shareholders; these answers are then posted to the Company’s website at a later date.
・Explain the business report by video presentation to help shareholders understand our business.
・By respectfully answering the questions of shareholders, we will run the General Meetings of Shareholders in a
dialogue-like fashion.
・Live-stream the General Meeting of Shareholders via the Internet.
・Upload a video of the meeting on our website at a later date.
17

2. IR Activities
a. Preparation and Publication of Disclosure Policy
We have mapped out the disclosure policy and published it on our website.
b. Regular Briefings for Analysts and Institutional Investors
We host an financial results briefing every quarter in order to update on the following: the outline of quarterly results; theprogress status of medium-term management plan.
Explanation by the representative: Yes
c. Regular Briefings for Overseas Investors
We visit investors at roadshows mainly in the United States, Europe and Asia and participate in conferences inside andoutside of Japan in order to explain the following: the outline of our company; our financial results; the progressof the medium-term management plan.
Explanation by the representative: Yes
d. Posting of IR Material on Website
Consolidated Financial Results, Annual Securities Report, Quarterly Securities Report, presentation material
for the financial results, Integrated Reports, Fact Books, etc. (URL: https://www.olc.co.jp/en/ir.html)
e. Establishment of Department and/or Manager in Charge of IR
Department in charge: IR Group, Finance/Accounting Department
Officer in charge: Officer in charge of Finance/Accounting Department
IR communication manager: Director of Finance/Accounting Department
f. Others
We have implemented the following measures:Institutional investor visits
Facility tours for institutional investors
Online briefings for individual investors
Debt IR
Briefings of the Integrated Report
Enhance the IR website, including by way of its renovation
Submit reports concerning the financial results to the Board of Directors and Management Council and distribute them to
employees.
3. Measures to Ensure Due Respect for Stakeholdersa. Internal Rules, etc. Stipulating Due Respect for Stakeholders
In order to deliver our corporate mission, OLC and the OLC Group have instituted the OLC Group Compliance Code of
Conduct as specific principles and rules which we should abide by, compliance-wise. Furthermore, we have instituted theBusiness Guidelines: specific guidelines for the standards of conduct－which is aimed to enhance moral standards, or senseof ethics, of executives and employees; in so doing we can act on compliance. The aforementioned code of conduct
stipulates to ensure the safety of our guests, customers, or employees, respect the human rights of people
concerned with business activities, realize fair transactions, strict management and appropriate use of information andasset, solve environmental issues, coexist with society, moreover, sets forth to emphasize direct communication withstakeholders and to accept opinions, requests, or others from such stakeholders with humility and to bring out the best ofthem in the business as well.
18

b. Implementation of Environmental Activities, CSR Activities, etc.
Our business mission is : “Create happiness and contentment by offering wonderful dreams and moving experiences createdwith original, imaginative ideas.” Incidentally, OLC is confronted with a sea change (i.e., climate change, a declining
birthrate and an aging population, etc). It is in this backdrop that the OLC Group has determined to pursue sustainability
management－which has integrated our responses to global environmental problems, social issues, etc. into management
and business strategy－in order for us to deliver results to society and continue to grow far into the future－50 to 100 years
from now － as a corporation. The sustainability management that we aspire after is two-pronged: “contribute to asustainable society”; and “realize our sustainable growth”. In order to do so, we will enhance our existing businesses;
launch new businesses; accelerate ESG objectives; and contribute to SDGs. We have set “Our Goal for 2030” to be“Bringing more ‘Happiness’ to you and the community”, which will empower us to translate sustainability management
into reality and to continuously create happiness－our core corporate value. We will aspire to become a company capableof creating happiness for our stakeholders and society. In order to accomplish “Our Goal for 2030”, by embracing growth
opportunities and alleviating risks, we have chosen eight materiality.
Climate change, natural disasters (alleviate the climate change risks; mitigate climate change; double down on
resilience measures; adapt to climate change)

Recycling society (resource-saving products and services; reduce wastes; use resources in a sustainable fashion)

Employee happiness (enhance job satisfaction －instill a sense of accomplishment and joy through work; create afulfilling workplace environment)Happiness for children (nurture the dreams and minds of children, who are our future.)

Diversity & inclusion (respond to the ever-changing needs of society and customers; respect the human rights andimplement the systematic approach towards this objective.)

Supply chain management (cooperate with vendors and clients; double down on sustainable procurement)

Make corporate governance fair (abide by laws and regulations as well as corporate governance codes; respondflexibly to changes.)Stakeholder engagement (Implement fair disclosure; initiate open dialogues with stakeholders)
For more information, please visit ＜https://www.olc.co.jp/en/sustainability/stock.html＞

c. Development of Policies on Information Provision to Stakeholders
We abide by the following laws and regulations: disclosure rules concerning the Financial Instruments and Exchange Act;the timely disclosure rule set forth by the Tokyo Stock Exchange. Further, if any event that has a material effect on
investment in OLC should occur, we will not only double down on collecting and analyzing data but will also disclose therelevant information. In order to put into practice the dialogue-oriented management, which embodies one of the corebuilding blocks of the business philosophy of the OLC Group, which is highly transparent, thereby building trust and mutual
understanding with stakeholders. Furthermore, we will make the most of the opinions and evaluations obtained from ourstakeholders in our future business management by feeding them back to management on a regular basis.

ⅣMatters Related to the Internal Control System
1. Basic Concept and Status of the Internal Control System
1. Ensuring that the Directors and Employees of OLC and its subsidiaries comply with Laws, Regulations and Articles ofIncorporation in terms of executing their professional duties
19

(1) OLC has established the OLC Group Compliance Code－which stipulates the rules in terms of ethics and legal
compliance－that the executives and employees of the OLC Group should abide by.
In addition, the “Business Guidelines” has been established so as to stipulate specific code of conduct for practicing thecompliance.
(2) The Company has established the OLC Group Compliance System Management Rules, which applies to all OLC
Group companies, with stipulating matters related to maintenance and management of the compliance system at the OLC
Group.
(3) The Company has established the Compliance Committee chaired by an individual appointed by the President of
OLC in order to ensure the legality of the business management of OLC Group and to instill compliance through OLC
Group.
(4) Should the Compliance Committee identify any wrongdoing of executives and employees of the OLC Group－i.e.
serious facts concerning any misconduct, violations of laws and regulations, or Articles of Incorporation－, it will carryout due investigations and will then report to the top management: the management echelon of OLC and the OLC Group;
the Management Council; and the Board of Corporate Auditors.
(5) The Compliance Committee promotes compliance education for the executives and employees of the OLC Group.
(6) The Compliance Committee has established the Compliance Information Liaison Meeting, which consists of theCompliance Promotion Managers appointed by standing executives of the OLC Group companies, and has developed acompliance system so as to optimize the holistic performance of the OLC group.
(7) OLC has established the Auditors’ Audit Standards, which outline the standards and conduct guidelines for the
corporate auditors of OLC in terms of performing audits. Should the corporate auditors identify any wrongdoing of
directors and corporate officers of OLC － i.e. any misconduct, violations of laws and regulations, or Articles ofIncorporation－, it will report to the Board of Directors.
(8) OLC has established the Internal Audit Department that is independent of executive arm of OLC. .
(9) OLC has established the Consultation Office Operational Guidelines that is aligned with the Whistle-Blower
Protection Act, and has set up internal whistle-blowing channels inside and outside of OLC.
(10) OLC provides its executives and employees with systematic, continuous internal education and training on
compliance and monitors the status of compliance.
2. Rules and Other Measures for Risk and Loss Management of the OLC Group that consists of OLC and its Subsidiaries(1) OLC has established the OLC Group Risk Management Guidelines, which outline the basic matters concerning therisk management of the OLC Group.
(2) OLC enumerates principal risks and then analyzes, evaluates and prioritizes them; in so doing, OLC has instituted
the risk management cycle in order to map out preventive measures and countermeasures for individual risks.
(3) OLC has established the Risk Management Committee, chaired by President, in order to oversee the risk management
cycle.
(4) OLC has established area-specific subcommittees under the Risk Management Committee in order to map out andexecute preventive measures and countermeasures by means of leveraging professional knowledge and expertise.
(5) In order to respond to potential risks, OLC has set up the Emergency Control Center (ECC) as a contingency measure.
(6) In case of any emergency, OLC Group companies are required to promptly report to the ECC on the risks associatedwith the said emergency.
3. Systems for Retention and Management of Information on the Execution of Duties by the Directors of OLC(1) Information on the execution of duties by the Directors of OLC is appropriately retained and safeguarded inaccordance with laws and internal regulations: the OLC Group Information Security Policy and the Document Rules.
20

(2) The Information Security Management Subcommittee has been established under the Risk Management Committee
so as to oversee the management of information.
4. Systems for Ensuring Efficient Execution of Duties by the Directors of OLC(1) In order to efficiently execute business operations, OLC has defined the administrative duties of each department andthe hierarchy system in the Organizational Rules; and the authority of each position and the chain of command in theRules of Administrative Authority.
(2) In order to expedite decision-making, OLC has established the Management Council, where it decides importantmatters (excluding important matters to be resolved by the Board of Directors) with respect to the business managementof OLC, and reports them to the top management.
(3) OLC has adopted a Corporate Officer System in order to accomplish the following objectives: delineate thesupervisory and executive responsibilities of each business and organization of the OLC Group; enhance the supervisory
capabilities of management by granting directors a mandate to laser-focus on supervision; expedite decision-making
process by facilitating the delegation of authority to the Corporate Officers.
5. Systems for Ensuring Appropriate Business Execution at the OLC Group(1) The business management regime based on Articles 1,2,3, and 4 shall apply to the members on each committee andthe subsidiaries of OLC; each internal regulation of OLC shall apply mutatis mutandis to the subsidiaries thereof. In
principle, our business management regime essentially includes the subsidiaries of OLC.
(2) OLC has established the Management Regulations for Associated Companies so as to properly manage thesubsidiaries of OLC.
(3) OLC has doubled down on disseminating its core management plan to its subsidiaries. OLC has also mentored andfostered its subsidiaries while delineating its supervisory regime and responsibilities with respect to the management of
the said subsidiaries.
(4) OLC has not only instituted the business management regime for its own subsidiaries but has also implemented thefollowing policies: OLC respects the independent autonomy of the subsidiaries; OLC gets briefed on the latest updatesof business operations of the subsidiaries on a regular basis; OLC has mandated its subsidiaries to gain approval from
OCL with respect to their important decision-making.
6. Matters With Respect to Support Staff (When Corporate Auditors Has Asked OLC to Provide Them With Support Staff－ Who Help Corporate Audit Directors Discharge Their Professional Duties) － and Matters With Respect to the

Independence of the Support Staff Concerned From the Directors of OLC.
(1) OLC has sufficiently staffed the Corporate Auditor Office so as to provide it with full-time assistants, thereby helping
the corporate auditors perform their professional duties.
(2) Standing corporate auditors of OLC are responsible for evaluating the support staff concerned; the reassignment ofsuch support staff is subject to the consent of the standing corporate auditors.
7. On Ensuring the Effectiveness of Instructions for the Support Staff, Who Are to Provide the Corporate Auditors of OLC
with Assistance in Terms of Executing Their Professional Duties.
(1) The support staff of OLC, who shall be exclusively engaged in assisting the corporate auditors thereof and who shallnot fall under the chain of command of the directors or other executive arm of OLC, solely report to the said corporate
auditors.
(2) Under the command of the corporate auditors of OLC, the support staff concerned shall accompany them andengage in the on-site auditing process.
(3) OLC cooperates in developing an audit environment conducive to the smooth operations of the support staff.
21

8. A System For When the Following Parties Report to the Corporate Auditors of OLC and Any Other Auditors: (a) the
Directors and Employees of OLC, the Executive Directors, Corporate Auditors and Employees of the Subsidiaries; and (b)Those to Whom Aforementioned Parties in the group (a) Report(1) The directors and corporate officers of OLC will immediately report to the corporate auditors thereof (a) should
they identify any fact that might have a significant effect on OLC or (b) should it come to light that a significant eventthat makes or breaks OLC has occurred. Any matters related to the subsidiaries of OLC that need reporting shall bereported to the corporate auditors of OLC through its relevant departments (in charge of overseeing the subsidiaries). In
case of emergency, executives and employees of the OLC Group shall directly report to the corporate auditors of OLC.
(2) OLC has instituted the Policy for Reporting to Auditors, which stipulates the following: what the executives andemployees of OLC should report to the corporate auditors thereof; when to report; and how to report. In so doing, proper
information necessary for auditing shall be disclosed in a timely fashion.
(3) Upon request by the corporate auditors of OLC, the executives and employees of the OLC Group shall disclose
information regarding the execution of business operations. Furthermore, the corporate auditors of OLC communicate
with their counterparts of subsidiaries so as to exchange opinions.
(4)As far as the record of the internal whistle-blowing channel, which is available to the executives and employees of
the OLC Group, is concerned, we not only report to the standing corporate auditors of OLC in a timely fashion but also
update the Management Council on the summary of whistle-blowing records on a regular basis.
(5) OLC will do whatever it takes to protect the internal whistle-blowers and prohibits any unfair treatment of them justbecause they have reported certain types of wrongdoing through the internal whistle-blowing channel. This iscategorically stipulated in the Consultation Office Operational Guidelines.
(6) OLC prohibits any unfair treatment of those who have reported to the corporate auditors just because of theirreporting. This is categorically stipulated in the Policy for Reporting to Auditors.
9. Matters Concerning Procedures for Reimbursing (After or In Advance) Expenses Incurred by Corporate Auditors While
Discharging Their Duties; and Policy for Handling Other Expenses and Liabilities Incurred While Discharging Their Duties
Concerned.
(1) The directors of OLC cooperate with the corporate auditors in auditing work. In order to ensure the effectiveness ofaudits, OLC has set aside a budget for the miscellaneous expenses arising from the execution of duties by corporate
auditors.
(2) The corporate auditors of OLC can claim reimbursement from OLC if they pay out-of-pocket expenses or need tocover urgent expenses while discharging their duties.
10. Other Systems for Ensuring Effective Audits by Corporate Auditors(1) In order to perform effective audits, the corporate auditors, accounting auditors and the internal audit departments of
OLC work hand in hand to keep themselves in the loop.
(2) The standing corporate auditors can not only attend the Board of Directors, the Management Council and otherimportant meetings and committees, but can also express their opinions at such venues.
11. Systems for Ensuring Reliability of Financial Reporting(1) The President of OLC is responsible for the establishment and assessment of internal control over financial reporting;
the General Affairs Department is responsible for the establishment of overall internal control; and the internal audit
department performs the assessment. Furthermore, we have instituted the Committee for the Promotion of Internal
Control so as to double down on overall internal control over financial reporting.
(2) Should the internal audit department identify a material defect in internal control over financial reporting that needs
to be disclosed, it shall promptly update the President, the Board of Directors and the Board of Corporate Auditors on it.
22

2. Basic Views on Eliminating Anti-Social Forces and Establishment of Internal Systems
OLC and the OLC Group have instituted the OLC Group Compliance Code that lays down our standards for ethics andcompliance with laws and regulations that executives and employees shall abide by. One of the important principles of the
OLC Group Compliance Code expressly stipulates: “We stand resolutely against anti-social forces which pose a threat to
civic order and safety, and refuse any and all inappropriate demands.”
The Business Guidelines, which form the standards of Conduct of the executives and employees, expressly set forth thatthey put up a monolithic front and take a firm stand against, and reject any demands of anti-social forces, which threaten
the order and security of civil society. The OLC Group will do whatever it takes to shun anti-social forces and to preventany damage therefrom.
In our relationships with vendors, we have mandated that they comply with the OLC Group Vendors Code of Conduct,
which stipulates that our vendors abide by the following: “Vendors shall eliminate relationships with antisocial forces thatadversely affect social order and sound business activities and take a resolute stance against such forces without yielding
to their demands.” In our day-to-day business transactions with the vendors, we ensure that our vendors shall comply withthe rules concerning anti-social forces. In order to do so, we have implemented the following policies: we ascertain whether
or not the vendors have any relations with anti-social forces by doing credibility check on them, an important benchmark
we use for evaluation; we mandate the vendors to categorically state that they neither belong to nor have any relations with
anti-social forces when they enter into any agreement with us. If there’s any evidence to the contrary, we shall be authorized
to immediately terminate the transaction relationship concerned.
Furthermore, as a contingency plan, we have cultivated a close cooperation network with the following entities: ourcorporate lawyers; the local police; the Prefectural Council for Anti-Organized Crime Campaign; and other outside
specialized organs.

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

2. Other Matters concerning the Corporate Governance System―
Note : This document has been translated from a part of the Japanese original for reference purposes
only. In the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail.

23Principle 3-1 (5) Explanations with Respect to the Individual Appointment of Senior Management and Nomination of Director and Auditor Candidates
Name

Title in the
Company

Reason for Appointment

Toshio Kagami

Representative Mr. Toshio Kagami has run the wide gamut of business experience inside and outside OLC: he possesses sophisticatedDirector and knowledge of business management; he has demonstrated strong leadership as the CEO of OLC; and he has been
Chairman of
involved in running other companies as well. Furthermore, he has not only engaged in actively addressing operational
the Board of issues over the medium- to long-term but has constantly delivered results. We are sure that he is capable of contributing
Directors
to and supervising business management by tapping into his abundant business experience.

Yumiko Takano

Representative While leading the Corporate Strategy Planning Department of the Company, Ms. Yumiko Takano, as an entrepreneur,
Director,
has come to possess abundant business experience, broad insights, and a compelling track record through her roles as
Chairman and Representative Director and President of Milial Resort Hotels Co., Ltd. We are sure that she will make a difference toCEObusiness management by tapping into her seasoned business experience and expertise.

Kenji Yoshida

Representative
Mr. Kenji Yoshida has run the wide gamut of business experience inside and outside OLC: he possesses sophisticatedDirector,
President and knowledge of business management; he has robustly led our business operation as Representative Director and President
since 2021; and he has been involved in running other companies as well.
COO
Furthermore, he has engaged in actively addressing operational issues over the medium- to long-term. We are sure that heand President is capable of contributing to business management by tapping into his business experience.
OfficerYuichi Katayama

Executive
Director and Mr. Yuichi Katayama possesses abundant business experience, broad insights, and a compelling track record in various
Executive Vice business fields: Corporate Strategy Planning; Finance and Accounting; Theme Park Business, etc.. We are sure that he will
President
make a difference to business management by tapping into his seasoned business experience and expertise.
Officer

Wataru Takahashi

Executive
Director andExecutive
OfficerMr. Wataru Takahashi possesses abundant business experience, broad insights, and a compelling track record through his
following roles: Representative Director and President of Ikspiari Co., Ltd.; Director of Corporate Strategy Planning
Department; Director of General Affairs Department; Director of Finance and Accounting Department, etc.. We aresure that he will make a difference to business management by tapping into his seasoned business experience andexpertise.

Yuichi Kaneki

Executive
Director andExecutive
OfficerMr. Yuichi Kaneki possesses abundant business experience, broad insights, and a compelling track record through his
following roles: Director of Corporate Strategy Planning Department; Director of Marketing Alliance Department;
General Manager of Human Resources Division; and General Manager of Merchandise Division. We are sure that he will
make a difference to business management by tapping into his seasoned business experience and expertise.

Rika Kanbara

Executive
Director andExecutive
Officer

Ms. Rika Kanbara possesses abundant experience, broad insights, and a compelling track record through her following
roles: Director of Merchandise Administration Department; Director of Merchandise Products Development
Department; General Manager of Merchandise Division; and General Manager of Human Resources Division. We aresure that she will make a difference to business management by tapping into her seasoned business experience andexpertise.

External
Executive
Director

Mr. Tsutomu Hanada has got abundant business experience, specialized knowledge, and broad insights: he has not only
run a railway-centered business over decades but has also served as an external director of some other companies. He has
got a compelling track record: he has served as External Executive Director of OLC and robustly supervised business
management thereof for years; and he is savvy about our business. Going forward, OLC will double down on enhancing
its corporate governance and corporate value; for this end, we have nominated him as External Executive Director sothat we can tap into his seasoned business experience. In so doing, we hope that Mr.Hanada could robustly supervise
business management of OLC and advise us from his vantage point.

External
Executive
DirectorMr. Yuzaburo Mogi has had abundant experience, specialized knowledge, and broad insights. He has had a wide gamut ofbusiness experience: he has run a global food company; he has represented economic organizations and others; and hehas served as an external director of some other companies. In order to enhance the fairness and transparency ofbusiness management of OLC, he has not only spontaneously shared with us at the Board of Directors, etc. what he has
had to say but has robustly supervised business management of OLC as External Executive Director. Going forward,
OLC will double down on enhancing its corporate governance and corporate value; for this end, we have nominated him
as External Executive Director so that we can tap into his seasoned business experience, which he has gained by runninga company. In so doing we hope that he could robustly supervise business management of OLC and advise us from his
vantage points－his multifaceted advice counts.

Tsutomu Hanada

Yuzaburo Mogi

Kunio Tajiri

Misao Kikuchi

External
Executive
Director

External
Executive
Director

Mr. Kunio Tajiri has had abundant business experience, specialized knowledge, and broad insights: he, as anentrepreneur, has run a global trading company and an apparel company as well; he has served as an external director ofsome other companies. In order to enhance the fairness and transparency of business management at OLC, he has not
only spontaneously shared with us at the Board of Directors, etc. what he has had to say but has robustly supervised
business management of OLC as External Executive Director since 2022. Going forward, Oriental Land Co., Ltd. will
double down on enhancing its corporate governance and corporate value; for this end, we have nominated him asExternal Executive Director so that we can tap into his seasoned business experience, which he has gained by running acompany. In so doing we were hoping that he could supervise business management of OLC and advise us from his
vantage point－his multifaceted viewpoint counts.
Ms. Misao Kikuchi has had abundant business experience, specialized knowledge, and broad insights: she, as anentrepreneur, has not only run a gas-focused energy company, etc. but has also served as an external director of someother companies. In order to enhance the fairness and transparency of business management at OLC, she has not only
spontaneously shared with us at the Board of Directors, etc. what she has had to say but has robustly supervised business
management of OLC as External Executive Director since 2022. Going forward, OLC will double down on enhancing its
corporate governance and corporate value; for this end, we have nominated her as External Executive Director so that
we could tap into her seasoned business experience, which she has gained by running a company. In so doing we were
hoping that she could robustly supervise business management of OLC and advise us from her vantage point－diversitywise, her advice counts. Therefore, we have nominated Ms. Kikuchi as External Executive Director.

External
Koichiro Watanabe Executive
Director

Mr. Koichiro Watanabe possesses abundant experience, specialized knowledge, and broad insights as an executive at a life
insurance company and as a representative and officer of an industry association, economic organization, and ministry
council. He also possesses ample experience as an external officer for other business companies. Accordingly, we haveappointed him an External Executive Director with the expectation that he will strictly supervise and advise with respect
to the overall management of the Company from a multifaceted perspective as an External Executive Director byharnessing his wealth of experience as an executive with a view to reinforcing corporate governance and increasing
corporate value.

Shigeru Suzuki

Corporate
AuditorMr. Shigeru Suzuki possesses abundant business experience, broad insights, and a compelling track record in business
management. We have appointed his as a Corporate Auditor with the expectation that he will precisely advise withrespect to and conduct audits on the management of the Company.

Yukihito Mashimo

External
Corporate
AuditorHaving been in charge of the Accounting Department at business companies, primarily in the railroad business, for many
years, Mr. Yukihito Mashimo possesses specialized knowledge related to finance and accounting. We have appointed him
an External Corporate Auditor with the expectation that he will precisely advise with respect to and conduct audits on
the management of the Company by harnessing his wealth of experience and wide-ranging insight as an executive at
different business companies.

Tatsuo Kainaka

External
Corporate
AuditorMr. Tatsuo Kainaka has not only served as Supreme Court Justice but also compiled a compelling track record as a lawyer
in business law. Armed with unparalleled knowledge of laws and regulations, he conducts audits professionally andobjectively. Outside of our company, he has successively chaired some investigative committees and third-party
committees that conducted fair audits on and investigations into various companies. We have appointed him as anExternal Corporate Auditor with the expectation that he will precisely advise with respect to and conduct audits on the
management of the Company by harnessing his professional credentials, wealth of legal experience, and wide-ranging
insight.

Norio Saigusa

External
Corporate
AuditorMr. Norio Saigusa possesses abundant business experience, broad insights, and a compelling track record as anentrepreneur of a railway-centered business. We have appointed him as an External Corporate Auditor with the
expectation that he will precisely advise with respect to and conduct audits on the management of the Company byharnessing his professional credentials.

Oriental Land’s Corporate Governance System

G e n e r a l

M e e t i n g

Appoint/Dismiss

Consult/Report
Nomination/Remuner
ation Committee

Appoint/Dismiss
Supervise

S h a r e h o l d e r s

Appoint/Dismiss
Audit

Appoint/Dismiss
Cooperate

Board of Corporate Auditors
4 corporate auditors including 3 external
corporate auditors

Independent Accounting Auditor

ReportBoard of Directors
12 directors including 5 external directors

o fCorporate
Auditor OfficeCompliance Committee

Environment Committee
Representative Directors

Submitproposal

Risk Management Committee
Information Security
Management Sub-committee
Corporate Conduct Committee

Internal audit

Internal audit

Instruct

Cooperate

Corporate Officers (18)
[Execute duties]

Business Departments/Administrative
Departments↑Consult/↓Report

Instruct

Appoint/Dismiss
Supervise

Executive Committee[Decide and report on key issues otherthanmatters decided by the Board of
Directors]

Internal Auditing Department[Audit business execution of
departments and committees]Overview of Timely Disclosure System

Earnings
information

Facts which
occurred

Decisions

Information other thanshown on the right

Risk information concerning theTokyo Disney Resort business(disasters, accidents, incidents, etc.)

Division in charge of information
Verification of facts that
occurred
Decide response
Discuss announcementtimingCommunicate
information

Finance/Accounting
Department (document
preparation)
Check

SubmitGeneral Affairs
Department
Publicity
Department*

General Affairs
Department
Publicity Department

Check

SubmitECC
Decideresponse

Communicate
information

Executive Committee (Attended by standing
corporate auditors)

Communicate
information

Corporate
Auditors

Information handling manager (officer in charge ofGeneral Affairs Department)

Audit

Board of Directors(Attended by corporate auditors)

Communicate
decision
information

Instructdisclosure

ReportReportInstructdisclosure

President

Communicate
decision
information

Publicity Department
Timely disclosure via TDnet

Tokyo Stock Exchange*At Tokyo Disney Resort, the core business of the Group, we have set up the ECC (Emergency Control Center) as acouncil that oversees emergency responses in the event of risk (disaster, accident, incident, etc.), which also swiftly
responds to risks concerning information. The ECC is led by General Manager of Corporate Strategy Planning
Division and consists of the respective heads and officers in charge of the Security Department, the Publicity
Department and the General Affairs Department.