Fundamental Corporate Governance Policy
Established on November 9, 2015
Partially Revised on December 21, 2018
Partially Revised on April 1, 2020
Partially Revised on November 1, 2021
Partially Revised on April 1, 2022
Partially Revised on June 28, 2023
Partially Revised on June 1, 2024
Chapter I
Article 1

General Provisions(Objective)

Taisei Corporation (the “Company”) has established this Fundamental Corporate
Governance Policy in order to achieve sustainable development and improvement in
the mid- to long-term value of the Company and its subsidiaries and affiliates(collectively, the “Taisei Group”) in accordance with the philosophy of the Taisei Group,
being "to create a vibrant environment for all members of society" (the “Taisei Group
Philosophy”) and the so-called “Taisei Spirit”, which embodies our commitment to“Active and Transparent Culture”, "Value Creation" and "Evolution of Tradition."

Taisei Group Philosophy
To create a vibrant environment for all members of society.
We seek in an environmentally sustainable manner to create safe and attractive
spaces with exceptional value and to create a global community filled with hopes
and dreams for the benefit of future generations.
Taisei Spirit
 Active and Transparent Culture
We value diversity and, through open and active communication lines andnetworks both internal and external to the Taisei Group, seek to cultivate atransparent and active corporate culture in which all of our officers andemployees are able to reach their full potential.
 Value Creation
Not limited to our understanding of society at large, we carefully take into accountthe needs of our clients and using all of the technology and know-how at our
disposal, together with our passion for innovation and ingenuity, seek to construct
innovative and valuable engineering projects that inspire and impress our clients.
 Evolution of Tradition
We aim to instill within the Taisei Group the Japanese tradition of monozukuri(precise, superb craftsmanship) and continually challenge ourselves to provide

1ever more valuable contributions to society and ensure our continued
development and growth as a respected corporate group.
As a close-knit team made up of dedicated corporate professionals, we engage inour corporate activities with passion, enthusiasm and sincerity.
Article 2(Fundamental approach to corporate governance)

The Company's fundamental approach to corporate governance is to conduct the
management and decision-making of the business in a swift, appropriate, fair andtransparent manner in order to continue to grow as a corporation in a sustainable andsocially responsible manner.
Chapter II

Approach to Stakeholders

Section 1: Approach to Stakeholders
Article 3(Approach to stakeholders)

1. Based on the Company’s understanding of ESG and SDGs, and having been fully
aware of its position that the Company is sustained by its shareholders, customers,
employees, business partners, local communities and other various stakeholders, theCompany shall satisfy its social responsibilities that it undertakes and make efforts inimproving its corporate value in the mid- to long-term periods.
2. Under the Company’s fundamental policy to solve sustainable development issues
through its business activities, the Company shall positively and proactively strive toundertake those issues.
Section 2: Code of Conduct
Article 4(The Company's Code of Conduct)

1. In order to strengthen awareness and understanding of the Taisei Group Philosophy
and realize such philosophy, the Company established the concept of the Taisei Spirit,
which is represented by the commitment to "Active and Transparent Culture", "Value
Creation" and "Evolution of Tradition”, and the Group Action Guidelines (being thefundamental principles for actions and decision makings upon which the Taisei Group
is to conduct itself, and which are to be strictly complied with by all members of theTaisei Group).
2. The Board of the Directors (the “Board”) shall, as appropriate, review and verify thestatus of implementing the Taisei Spirit and the Group Action Guidelines.
Section 3: Relationship with Shareholders
Article 5(Ensuring equality among shareholders)

The Company shall respect the rights of its shareholders, ensure the equal treatmentof its shareholders, including by giving due care to the exercise of rights by minority

2

shareholders and developing an environment that allows for the exercise of rights by
all shareholders.
Article 6(Exercise of voting rights at the General Meeting of Shareholders)

1. The Company shall endeavor to dispatch the convocation notice of its General Meetingof Shareholders at least three weeks prior to the scheduled date of such General
Meeting of Shareholders in order to provide its shareholders time to sufficiently
consider the agenda of such General Meeting of Shareholders and exercise theirvoting rights appropriately. In addition, prior to dispatching each notice, the Company
shall announce electronically the information relevant to such General Meeting of
Shareholders through the TDnet system and its official website.
2. The Company shall determine the date of each General Meeting of Shareholders in an
appropriate manner, by taking into consideration the objective of enhancing
constructive communication with its shareholders and providing accurate information
for this purpose.
3. The Company shall develop an environment that allows all its shareholders toappropriately exercise their voting rights, including those not attending the General
Meeting of Shareholders, by, amongst others, establishing an Electronic Voting
Platform and providing an English translation of the convocation notice of General
Meeting of Shareholders.
4. The Company shall consult with trust banks in order to prepare for a situation in which
an institutional investor indirectly holding shares in the Company in the name of a trustbank or other entity provides prior notice of its intention to exercise its voting rights
directly at a General Meeting of Shareholders instead of through the trust bank or otherentity.
5. If a large number of opposing votes are counted against any proposed resolution by
the Company that is passed at a General Meeting of Shareholders, the Board shall
examine the reasons and causes for such opposition and consider whether any action
should be taken by the Company.
Article 7(Delegation to General Meeting of Shareholders of matters to be resolved)

The Board has established the structure that will enable the Board to sufficiently fulfill
its roles and duties in pursuing corporate governance and may, in order to ensure theflexibility and expertise required in business judgment, propose at a General Meetingof Shareholders that certain powers of the shareholders’ meeting be delegated to theBoard, as appropriate.
Article 8(The Fundamental Capital Policy of the Company)

1. The Company shall maintain and strive to improve on its strong financial base with theaim of achieving stable and sustainable growth.
2. Consistent with the maintenance of and efforts to improve the strength of its financialbase, the Company will distribute profits to its stakeholders in an appropriate manner,under the fundamental policy on issuing dividends in a stable long-term manner, taking

3into consideration the capital efficiency of the Company by referring to the dividend
payout ratio and return on equity (ROE).
Article 9(Cross-shareholdings)

1. The Company strategically holds cross shares in other companies with the objectiveof building and bolstering stable long-term relationships with its significant business
partners and increasing its competitiveness and profitability. However, if the Board
determines that to hold such shares is inconsistent with the viewpoints of the economic
rationale and the future outlook in mid- to long-term, as well as the reduction in suchshares, they shall be sold in an appropriate and adequate manner after setting thetargets for the sale.
2. The Board shall review on a continuing basis the mid- to long-term economic rationale
for, and future outlook of, all the cross-held shares in listed companies taking accountof the accordance with the objective of holding such shares, as described in thepreceding paragraph, and the quantitative comparisons between the cost of capitaland the risk-return profile of such cross-held shares.
3. The Company shall exercise all voting rights arising from such cross-held shares in an
appropriate manner and in consideration of whether such proposed resolution will
enhance corporate value.
4. The Company will not prevent any company from selling its shares issued by theCompany, if the company strategically holds such shares and expresses its intention
to sell or otherwise dispose of those shares.
Article 10 (Sufficient explanation to shareholders)
1. If the Company desires to implement a capital policy that may result in a change ofcontrol of the Company or a significant dilution of its shares, the Board shall review theneed for, and reasonableness of, such capital policy and the Company shall provide a
reasonable explanation to its shareholders as appropriate.
2. If shares issued by the Company become subject to any tender offer, the Board shallpromptly disclose its views on such tender offer.
Section 4: Relationship with Stakeholders other than Shareholders
Article 11 (Relationship with employees)
1. The Company shall continue to cultivate a corporate culture that is based on thecommitment to "Active and Transparent Culture" as set forth in the Taisei Spirit, andcontinue to encourage diversity within the Company by its management, supporting
the development of female, non-Japanese, mid-career, and elderly employees throughestablishment of “Human Resources Development Policy (Diversity, Equity & Inclusion
Policy)”.
2. The Company has established a corporate whistleblower system comprised of acorporate ethics helpline system, for the Company, and a group helpline system, for
the Taisei Group. The contact points in the whistleblower system include an external
law office that is independent from the management. Management shall preserve the4confidentiality of the information regarding any whistleblower and refrain from taking
any punitive action against any whistleblower.
3. The Board shall review and verify the status of operation of the corporate whistleblower
system, as appropriate.
4. In the management of the corporate pension funds, the Company shall perform
expected roles as an asset owner by implementing measures such as monitoring theasset managers of the funds with increasing the investment management expertise by
seeking advices from outside experts or other means. Also, with the objectives ofmaximizing benefits of pension funds beneficiaries and appropriately controlling
conflicts of interest which could arise between the beneficiaries and the Company, themanagement of corporate pension funds shall be examined by the Pension
Conservation Committee (consisting of the Company’s members and the Company’s
union members) and the Company shall review its strategic asset portfolio.
Article 12 (Relationship with customers)
The Company has established the “Taisei Spirit” under which the Company has
committed to pursue the "Creation of Value" and "Evolution of Tradition" and tocontinue to complete construction projects and deliver services that meet customer
needs, thereby obtaining customer satisfaction and trust.
Article 13 (Relationship with business partners)
The Company has upheld the "promotion of partnership with business partners" as oneof the Group Action Guidelines, and, in line with same, has established theProcurement Policy. In accordance therewith, the Company shall continue to build fair
and trustworthy relationship with its business partners, including subcontractors, andconduct its business with them in an equitable and fair manner.
Article 14 (Relationship with communities)
The Company shall, in order to promote activities towards sustainable development,
perform sustainability-focused management with reference to ISO26000, aninternational standard for organizational social responsibility through establishment of“Fundamental Policy on Sustainable Development”.
Section 5: Related Party Transactions
Article 15 (Related party transactions)
If the Company desires to enter into a transaction with any of its Members of theBoard, Executive Officers or major shareholders, depending on the significance andnature of such transaction and in accordance with the Board Regulations and theRegulations of Executive Committee, the management shall prior to entering intosuch transaction submit a resolution to the Board or the Executive Committee for its
review and authorization of such transaction.

5

Chapter III

Ensuring Appropriate Information Disclosure and Transparency

Article 16 (Ensuring appropriate information disclosure and transparency)
1. The Company shall in accordance with the applicable laws and regulations and thestock exchange rules make appropriate disclosures of information regarding its
financial and business results, management strategy/goals, risks, corporate
governance and social/environmental factors (including the activities towards
sustainable development and the investment in its human resources and intellectual
properties, etc.). In addition to the legal disclosure requirements described above, theCompany shall strive to provide its stakeholders with such information in a plain andtransparent manner.
2. To enhance the disclosure of information to overseas investors, the Company shallmake the information available in English, such as through an English translation of its
annual report or an official corporate website maintained in English, to the extent
reasonably possible and practical.
Chapter IV

Corporate Governance System

Section 1: Organizational Framework
Article 17 (Organizational framework)
1. The Company has adopted as its corporate structure that of a company with an audit& supervisory board (the “Audit & Supervisory Board”). The Audit & Supervisory Boardand its Members shall audit the execution of duties by the Members of the Board andExecutive Officers.
2. For the purpose of invigorating deliberations at the Board, the Company has
established, as the committees within the Board, 1) the Governance System Review
Committee 2) the Executive Personnel Committee; 3) the Remuneration Committee;
and 4) the Sustainability Committee. More than half of the members of the Executive
Personnel Committee and the Remuneration Committee shall, in order to enhance
independency and objectivity of the Board’s function as well as the accountability of
the Board, be comprised of Independent External Members of the Board, and an
Independent External Audit & Supervisory Board Member shall serve as the observerof each of the Committees. The Board shall obtain adequate involvement and advice
from the Executive Personnel Committee and the Remuneration Committee regarding
the matters including diversity like gender and the viewpoint of expertise when the
Board deliberates on important matters such as nomination of top management
executives and Members of the Board including a succession plan, and theirremuneration. In addition, each chairperson of the Governance System Review
Committee and the Sustainability Committee shall be an Independent External
Member of the Board in order to strengthen objectivity of the Board’s function as wellas the accountability of the Board, and each observer thereof shall be an Independent
External Audit & Supervisory Board Member.

6

3. The Company has established the Executive Committee as a decision-making bodyand adopted the executive officer system that enables the Company to operate its
business in a swift manner.
Article 18 (Independence criteria)
The Board has established certain independence criteria for External Members of theBoard and External Audit & Supervisory Board Members as set forth in Attachment 1.
Section 2: The Board and Members of the Board
Article 19 (Roles and duties of the Board)
1. The Board, entrusted by the shareholders, shall pursue activities for the common
benefit of the Company and its shareholders, and shall appropriately fulfill the rolesand duties, substantially stated below, in order to facilitate the growth of the Company
in a sustainable manner and improve its corporate value in the mid- to long-term:(1)

To indicate the future direction from wide viewpoints in respect of the corporate
strategy;(2)

To establish an environment that supports appropriate risk-taking by the senior
management; and(3)

To effectively oversee the management and the Members of the Board from theindependent and objective viewpoints.

2. The Board has established the Company’s goal (including the management philosophyof the Company), and the Board shall bear in mind a view that one of its principal rolesand duties is to establish the Company’s strategic directions and shall make decisions
regarding the execution of material business decisions as provided for in the laws andregulations, the Articles of Incorporation and the Board Regulations of the Company,
based on the conclusion of the directions of the Medium-Term Business Plan and otherissues they have reached through constructive discussions. The authorization to makedecisions regarding the matters to be delegated to the Executive Committee shall be
stipulated in the Regulations of Executive Committee.
3. The Board shall appropriately make decisions regarding the matters proposed by the
management and shall provide assistance to the senior management so that it canmake prompt and conclusive decisions in case any such proposal is to be carried out.
4. The Board shall appropriately assess the performance of the operation and othercorporate matters of the Company through the oversight of the execution of businessby the management and shall appropriately reflect the results of such assessment to
the personnel management and remuneration for the senior management. Further,
the Board shall supervise as to whether the relevant information is timely andaccurately disclosed, shall develop a risk control system of the Taisei Group on internal
control over the compliance and financial reporting, etc. and shall appropriately
supervise the effective implementation of the above.
5. In order to fulfill the roles and duties, each Member of the Board shall, whenevernecessary, proactively obtain information, considering to seek additional information

7

from the Company or to obtain opinions from external experts at the Company’s
expense, thereby the Board would hold lively and constructive discussions.
Article 20 (Formulation and publication of a Medium-Term Business Plan)
1. The Board shall, when formulating a Medium-Term Business Plan, properly review thecost of capital, specifically set the goals for the profitability and capital efficiency, anddetermine the measures by the Company to realize them and make an announcement
thereof to the public.
2. The Board shall bear in mind the Medium-Term Business Plan as one of thecommitments to shareholders and shall make efforts in order to achieve suchobjectives. If the Company is unable to achieve any of such objectives, the Board shallappropriately investigate the reasons why such objectives could not be achieved, as
well as the actions taken by the Company, shall announce the findings thereof, andshall reflect the results of such investigation in the future business plans for subsequent
years.
3. The Board shall specify the business fields focused on as the Group and set forth its
fundamental policy and business strategy through the mid- to long-term vision and theMedium-Term Business Plan.
Article 21 (Roles and duties of Independent External Members of the Board)
1. The Independent External Members of the Board shall use their knowledge and insight
to appropriately fulfill their roles and duties including the following actions for the
purpose of helping the Company grow in a sustainable manner and improving its
corporate value in the mid- to long-term:(1)

To provide appropriate advice on the management policies and other corporate
issues;(2)

To perform oversight through participating in the decision-making process of theBoard on material issues such as election/dismissal of the senior management
and executives;(3)

To oversee transactions in which there is a potential conflict of interest between
the Company and its management and/or controlling shareholders;(4)

As Members independent from management and controlling shareholders, toappropriately convey and represent the opinions of the Company's stakeholders,
including minority shareholders, in the deliberations of the Board.

2. The Independent External Members of the Board shall hold meetings on a regularbasis to be attended only by them, in order to exchange information and share theiropinions regarding the Company from an objective viewpoint.
3. The Independent External Members of the Board shall ensure the cooperation withthe management, Audit & Supervisory Board and its Members, as appropriate, throughexchanging their opinions mutually.

8Article 22 (Composition of the Board)
1. As provided in the Articles of Incorporation, the Board shall, for the purpose of ensuring
the effectiveness of its deliberations, be comprised of up to fifteen (15) Members, as
an appropriate size.
2. In order to ensure that the independent and objective oversight of the execution of theBoard’s operations may be effectively carried out, the Company shall ensure that atleast one-third (1/3) of the Members of the Board are Independent External Members.
Article 23 (Policies and procedures for nomination of prospective Members of theBoard and for appointment and dismissal of Executive Officers)
1. Nomination of prospective Members of the Board and appointment of Executive
Officers shall be made from the viewpoint that a person who will contribute to theCompany’s sustainable growth and enhancement of mid- to long-term corporate value
should be nominated or appointed by considering each candidate in terms of his/herqualifications such as personal history, past achievements, personality, knowledge,
experience, and skills and others in their entirety as well as considering an appropriatebalance of Members of the Board and diversification such as gender, internationality,
work experience and age. The Board may deliberate on a dismissal of its member inthe event of a lack of such qualifications as expected at the time of his/her appointment.
2. Nomination of a prospective Member of the Board shall be made after specifying
necessary skills, etc. as the Board in order to achieve the mid- to long-term vision and
the Medium-Term Business Plan.
3. Nomination of a prospective Member of the Board and appointment and dismissal of
an Executive Officer shall be determined by the Board after the completion ofdeliberations by the Executive Personnel Committee established within the Board.
4. The reasons for the nomination of each Member and prospective Member of the Board
shall be disclosed in a convocation notice of General Meeting of Shareholders and in
the “Corporate Governance Report”.
5. The matrix chart listing the combination of the skills, etc. of each Member of the Boardor each prospective Member of the Board shall be disclosed by the Notice of theGeneral Meeting of Shareholders, etc.
6. Upon appointment of Independent External Members of the Board, the Company shall
include a candidate who has experience as top management of another company.
Article 24 (Restrictions on concurrent service)
1. If a Member of the Board intends to concurrently serve as an officer of any other listedcompany, he/she shall concurrently serve such roles within a necessary andreasonable scope and extent so that he/she may fulfill his/her roles and duties as a
Member of the Board in an appropriate manner.
2. The state of concurrent service by Members of the Board shall be disclosed each year
in a convocation notice of General Meeting of Shareholders.

9Article 25 (Operation of the Board)
1. The agenda and amount of time at the Board meeting and the frequency of the
convocation thereof shall be determined in a manner such that the Board will havenecessary and sufficient discussions to allow it to fulfill the roles and duties of theBoard.
2. In order to facilitate productive discussions of the Board, materials and explanations
regarding proposed resolutions to the Board shall be delivered and provided to theMembers of the Board prior to the Board meeting, with sufficient time to allow theMembers of the Board to appropriately consider, review and prepare.
3. The Board shall determine in advance the annual schedule and expected agenda. The
date of a Board meeting shall be set at least six months prior to the meeting so that
the Members of the Board can appropriately prepare for the meeting.
4. For the purpose of activating deliberations by the Board, the Members of the Boardand the Audit & Supervisory Board Members shall make an arrangement ofopportunities to engage in discussion freely and exchange of their opinions.
Article 26 (Assessing the effectiveness of the Board as a whole)
1. Each fiscal year, each Member of the Board shall conduct an assessment of
himself/herself in terms of the execution of his/her duties as a Member of the Boardand the effectiveness of the Board.
2. The Board shall analyze and assess its effectiveness in its entirety by referring to selfassessments by each Member of the Board described in the preceding paragraph andshall disclose an outline of the analysis and assessment results in the “Corporate
Governance Report”.
Section 3: Audit & Supervisory Board/Audit & Supervisory Board Members
Article27(Roles and duties of the Audit & Supervisory Board)

1. Based on its fiduciary responsibility to shareholders, the Audit & Supervisory Boardand its Members shall act on behalf of the Company and the common benefit of its
shareholders, and shall perform its role in and take responsibility for auditing theexecution of duties by the Members of the Board, and the appointment and dismissalof Audit & Supervisory Board Members and external accounting auditors, and theexercise of rights related to audit fees.
2. The Audit & Supervisory Board and its Members shall, in order to fulfill the roles andduties described in the preceding paragraph, actively and assertively exercise theirpower and authority, and shall appropriately provide advice to the Board and the
management of the Company, by proactively obtaining necessary information,
including through requesting the Company to provide additional information as
appropriate, and seeking any advice from an external expert at the cost of theCompany.
3. To appropriately satisfy the roles and duties described in paragraph 1, the Audit &Supervisory Board shall make efforts to increase the efficacy of their audits by

10

maximizing the synergies between the strict independence of the Independent External
Audit & Supervisory Board Members and the effective information-gathering capabilityof the full-time Audit & Supervisory Board Members.
4. The Audit & Supervisory Board and its Members shall ensure the cooperation with the
Independent External Members of the Board through exchanging their opinions
mutually, to enhance the information-gathering capability of the Independent External
Members of the Board in a manner that does not affect their independence.
Article 28 (Composition of the Audit & Supervisory Board)
As provided in the Articles of Incorporation, the number of Audit & Supervisory Board
Members shall be six (6) or less, at least half of whom shall be Independent External
Audit & Supervisory Board Members.
Article 29 (Policies and procedures for nomination of prospective Audit &Supervisory Board Members)
1. Nomination of prospective Audit & Supervisory Board Members shall be made fromthe viewpoint that a person who will contribute to the Company’s sustainable growthand enhancement of mid- to long-term corporate value should be nominated byconsidering each candidate in terms of his/her qualifications such as the personal
history, past achievements, personality, knowledge, experience, and skills and othersin their entirety as well as considering an appropriate balance of Audit & Supervisory
Board Members.
2. Nomination of Prospective Audit & Supervisory Board Member shall be conducted sothat any person who has requisite knowledge on finance, accounting and legal matters,in particular, at least one (1) person with sufficient knowledge and experience regarding
finance and accounting shall be appointed to the Audit & Supervisory Board.
3. Prospective Audit & Supervisory Board Members shall be nominated by the Board after
the completion of deliberations by the Executive Personnel Committee establishedwithin the Board and the consent of Audit & Supervisory Board.
4. The reasons for the nomination of each prospective Audit & Supervisory Board
Member shall be disclosed in a convocation notice of General Meeting of Shareholders
and in the “Corporate Governance Report”.
Article 30 (Restrictions on concurrent service)
1. If an Audit & Supervisory Board Member intends to concurrently serve as an officer of
any other listed company, he/she shall concurrently serve such roles within anecessary and reasonable scope and extent so that he/she may fulfill his/her role andduty as an Audit & Supervisory Board Member in an appropriate manner.
2. The state of concurrent service by Audit & Supervisory Board Members shall be
disclosed each year in a convocation notice of General Meeting of Shareholders.

11Section 4: External Accounting Auditors
Article 31 (External accounting auditors)
1. Acknowledging that external accounting auditors have an obligation to shareholders
and investors, the Audit & Supervisory Board shall take the following actions in order
for appropriate measures to be taken to ensure that the audits will be conducted in afair and appropriate manner:(1) To adopt guidelines for the appropriate selection and evaluation of external
accounting auditors; and,(2) To confirm that the external accounting auditors possess the required
independence and expertise.
2. To ensure the external accounting auditors conduct fair and appropriate audits, themanagement of the Company, Audit & Supervisory Board Members and the Auditing
Department shall provide the external accounting auditors with sufficient time to
conduct such audits, have meetings on a regular and as-needed basis, and exchange
their opinions with the external accounting auditors. Further, the Board shall respond
appropriately if external accounting auditors detect dishonest practices and requestthat appropriate action be taken, or indicate errors or problems.
Section 5: Remuneration for Members of the Board and Executive Officers
Article 32 (Policy and procedure for determining remuneration)
1. Remuneration for Members of the Board and Executive Officers shall be comprised of
fixed remuneration and performance-based remuneration.
2. Notwithstanding the preceding paragraph, remuneration for Independent External
Members of the Board shall be fixed remuneration.
3. The remuneration system for Members of the Board and Executive Officers, and theamount of remuneration for each based on this system, shall be determined by the
Board upon deliberation by the Remuneration Committee established within the Board.
Section 6: Support System
Article 33 (Support system for the Board and Audit & Supervisory Board)
1. The Secretarial Department of the Company shall be the Board secretariat.
2. The Board shall cause the Secretarial Department to provide the following to the Board
so that sufficient discussions may be conducted at the Board:(1) In order to ensure the substantive discussions to be held at the Board, materials
related to the agenda are distributed to the Members of the Board in advance of
the Board meeting. However, this shall not apply to materials for agenda items
that are highly confidential;(2) Independent External Members of the Board shall be given advance explanations
on the agenda of the Board before each meeting of the Board; and,12

(3) In addition to the support specified in the sub-paragraphs (1) and (2), Members of
the Board, including Independent External Members of the Board, shall be
provided information as necessary to make their decisions following theconclusion of appropriate discussions.
3. The Company shall establish the Audit & Supervisory Members’ Department to support
appropriate information-gathering by Audit & Supervisory Board Members, including
Independent External Audit & Supervisory Board Members.
4. The Board shall organize the Audit & Supervisory Members’ Department as stipulated
in the preceding paragraph and those matters related to the independence of the
Department's members from Members of the Board, and establish a system by which
Members of the Board and officers and employees will report to the Audit & Supervisory
Board Members and other systems necessary for reporting to Audit & Supervisory
Board Members, and a system to ensure the effective performance by the Audit &Supervisory Board Members of their auditing obligations.
5. The Company shall establish the direct reporting system from an internal auditing
department to the Board and the Audit & Supervisory Board and ensure coordination
among the internal auditing department, the Board and the Audit & Supervisory Board.
Section 7: Training Policy
Article 34 (Training policy for Members of the Board and Audit & Supervisory Board
Members)
1. The Board shall provide training seminars to the Members of the Board and Audit &Supervisory Board Members on, amongst others, the relevant laws and regulations,
the Articles of Incorporation, the Board Regulations, and internal processes fordetermining important company policies, upon assumption of their office in order forthem to fulfill their roles and duties.
2. In addition to the training stipulated in the preceding paragraph, the Board shallprovide, on a continuing basis, opportunities for Members of the Board and Audit &Supervisory Board Members to undergo training provided by external associations andspecialists.
3. The Board shall implement such measures, including tours to project sites, asnecessary for the Independent External Members of the Board and Independent
External Audit & Supervisory Board Members to enhance their understanding of theGroup and its businesses.
Chapter V

Communication with Shareholders

Article 35 (Policy for system and initiatives to promote communication)
1. In order to contribute to its development of sustainable growth and mid- to long-term
corporate value, the Members of the Board shall make an effort to grasp thecomposition of its shareholders as appropriate and shall engage in a constructive
communication and conduct meetings with shareholders.

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2. The Independent External Members of the Board and the Independent External Audit& Supervisory Board Members shall have a dialogue and meeting with a shareholder
when the shareholder requests therefor regarding their specific responsibilities, andthey acknowledge that the request has a reasonable ground referring to the subject
matters for the meeting which the shareholder is interested in.
3. As stated in Attachment 2, the Company has formulated the IR policy as a fundamental
policy regarding the system and initiatives to promote the aforementioned
communications and meetings with shareholders.
Chapter VI

Other

Article 36 (Amendment/abolition)
The amendment or abolition of this Fundamental Corporate Governance Policy shallbe determined by a resolution of the Board.

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Attachment 1

Criteria of Independency
Any External Members of the Board or External Audit & Supervisory Board Members whodoes not fall within any of the followings shall be deemed independent by the Board:1.

A person who is an executive director, a corporate officer, an executive officer, amanager or other employee (hereinafter an "Executive Officer/Employee") of a main
business partner (refer to note 1 below);2.

A person who is an Executive Officer /Employee of one of our main financing banks;

3.

A person who receives from the Company more than 10 million yen annually on anaverage basis for the last three fiscal years in consideration for services as a consultant,accountant, tax lawyer or lawyer (excluding remuneration as a Member of the Board or
Executive Officer of the Company), or where the recipient of such remuneration is a legal
entity or other organization, a person who belongs to such legal entity or organization;

4.

A person who is a board member or other Executive Officer/Employee of a legal entity
or other organization to which the Company donated more than the “Certain Amount”
defined in note 2 below;

5.

A person who fell within any of item 1 through 4 above during the last one (1) year period;
and,

6.

A person who is the spouse or relatives within the second degree of kinship of any of
the following persons:(1) A person who falls within the items1 through 5 above;(2) A person who is an Executive Officer/Employee of the Company’s subsidiary;(3) A person who is a Member of the Board who is not an Executive Officer/Employeeof the Company’s subsidiary (applicable only when determining the independency
of an External Audit & Supervisory Board Member);(4) A person who fell within sub-items (2) or (3) above or who is an Executive
Officer/Employee of the Company during the last one (1) year period (whendetermining the independence of an External Audit & Supervisory Board Member,including a Member of the Board who is not an Executive Officer/Employee).
Note 1: A main business partner is (1) a person/legal entity for which the Company is
the main business partner (a business partner for which the average annual
amount paid by the Company to such entity in compensation for its work in theimmediately preceding three fiscal years is over 2% of the entity’s consolidated
net sales for the most recent fiscal year) and (2) the main business partner of
the Company (a business partner for which the average annual amountreceived by the Company from such entity in compensation for its work in theimmediately preceding three fiscal years is over 2 % of the Company's
consolidated net sales for the most recent fiscal year).
Note 2: “Certain Amount” means donations with an annual average amount over theimmediately preceding three fiscal years that exceeds (1) 10 million yen and(2) 2 % of the annual income for the most recent fiscal year of the party who
received the donation by the Company.

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Attachment 2

IR Policy
1.

Fundamental policy for communications and meetings with shareholders and investors
The IR Section is the contact point for requests for communications and meetings withshareholders and investors, and, as a general rule, an appropriate officer(s) andemployee(s) selected by the officers specified in sub-section 2(1) (the “Responsible
Officers”) shall communicate with such shareholders and investors as appropriate. In
such instances, participation of the management of the Company in any
communications or meetings will be considered if it is necessary based on the nature of
the request.

2.

Guidelines for the Implementation of the IR policy(1) Nomination of the Responsible Officers
Chief of Business Administration Division, Member of the Board, oversees
communications and meetings, and the Chief of Corporate Planning Office, supervising
the Corporate Planning Department and IR Section, provides oversight support to Chiefof Business Administration Division.
(2) Policies for inter-departmental cooperation of the Company to facilitate communications
and meetings
A regular liaison meeting among the IR Section, the Corporate Communication
Department, the General Affairs Department, the Legal Department, the Accounting
Department, and the Finance Department will be held to support the Responsible
Officers.
(3) Methods of communicating with shareholders and investors other than communications
and meetings
Annual and semi-annual business result briefing meetings and IR workshops related to
the release of the Medium-Term Business Plan will be held.
In addition, IR for foreign investors and the project site tours for institutional investors
will be implemented, and whether other communication methods should be developed
will be regularly considered.
(4) Appropriate reporting of the communications and meetings with shareholders andinvestors
The IR Section will create monthly IR reports setting forth the opinions of shareholders
as understood via communications and meetings with shareholders and investors, andthe content of such communications and meetings. This will be reported every monthto the senior management executives of the Company.
The IR Section will also report on the state of IR activities to the Board at least twice per
year.
(5) Policy for the management of insider information in communications and meetings
To ensure fair and appropriate information disclosure and prevent insider trading, theCompany will not disclose in any communications or meetings, material non-public
information that would affect the valuation of the Company’s stock. The period
commencing on the day after the close of accounts of each quarter and ending on thedate when financial results are announced will be a "silent period" during which nocommunication or meeting regarding financial results will be conducted.

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