Corporate Governance

Activities and Composition of the Board of Directors

Basic Concept
The Company and its subsidiaries (hereinafter the “Group”) shall, under the “group management philosophy” representing theGroup’s fundamental spirit that guides all officers and employees, serve our customers and local communities as an entity essential
to their welfare based on our hitherto earned tradition and trust, thereby contributing to materializing sustainable growth andaffluent future. Meanwhile, we have formulated our long-term vision as guidance for the future group management in the belief
that it is essential to envision the desirable shape of our future based on such management philosophy and to proactively reform
ourselves toward materializing such future.

Corporate Governance System

Accounting Auditor

Juroku Financial Group is a company with an Audit & Supervisory Committee, and the functions of the Board of Directors arestrengthened not only in its decision-making functions but also in its auditing and supervisory functions.
By separately electing Executive Directors and Directors who are Members of the Audit & Supervisory Committee, we have enhanced
the audit system of Group-wide business
Shareholders Meeting
Election / Dismissal
management and the supervision system ofElection / Dismissal
Juroku Financial Group
Executive Directors by Members of the
AdviceManagement Advisory
Collaboration
Audit & Supervisory Committee.
& Supervisory
Board
Board of Directors AuditCommittee
Personnel Affairs
Counseling
In addition, we are working to further
Committee
Compensation
Committee
enhance our corporate governance system
Audit & Supervisory
Group Management
Committee’s OfficeCouncilby monitoring the status of businessDirectAudit
Order
Collaboration
Group Risk Compliance Meeting
execution, the status of risk management,
Reportand the compliance system of group
Audit
companies, and striving to build a GroupCollaboration
Group Administration
Group Corporate
Group DX
Group Risk
Group Sales
Group Management
Sustainability
Management
Division
Planning
DivisionManagement
DivisionManagement
DivisionManagement
Division
Audit Division
wide business management system.
Management OfficeGroup companies are striving for
Instruct / Manage
Report / Discuss
Audit
efficient business operations by preparing
Group companies
business plans based on Group-wide
The Juroku Bank
Other subsidiaries
Audit
management policies, and by making
Juroku Research Institute, Juroku TT Securities, Juroku Card, Juroku Lease
Instruct / Manage
Report / Discuss
Juroku Densan Digital Service, NOBUNAGA Succession
prompt management decisions and
NOBUNAGA Capital Village, Kanda Machi Okoshi
Subsidiaries of The Juroku Bank
Juroku Business Service, Juroku Credit Guarantee
speeding up business execution.

Composition of the Board of Directors
The Group strives to ensure that the Board of Directors has a well-balanced structure with diverse knowledge and expertise.
In order to enhance the objectivity and rationality of decision-making by the Board of Directors in addition to supervising
management, we appoint Independent Outside Directors so that they consist of more than one-third of the total number of Directors.
Incidentally, the Company appointed in June 2024 the first female internal Director in its history.

(as of June 30, 2024)

Internal Directors

Outside Directors

Ratio of Outside
Directors of
all Directors

Ratio offemale Directors

36.3%

37.2%

Outside Director

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JUROKU Financial Group ANNUAL REPORT 2024

4/11 Directors

Female Directors

The Board of Directors deliberates and decides on the matters as
required by laws and regulations as well as important managementrelated matters, while Executive Directors report to the Board of
Directors regarding the status of execution of their duties at least
once in three months pursuant to Article 363, Paragraph 2 of theCompanies Act, ensuring the Board’s supervision of execution of
Directors’ duties.
The meetings of the Board of Directors held in FY2023 (11meetings) debated and deliberated in particular on the subjects
concerning capital policy and shareholder return policy (at themeetings held in May, June, October, December 2023 and March
2024), the initiatives for sustainability (at the meetings held in
July 2023 and March 2024), and the financial results as well as the
progress in achieving budget (at the meetings held in April, July,
November 2023 and January 2024).
Attendance of each Director in FY2023 is as indicated on
the right.

Name

No. ofmeetings held

No. of meetings
attended(attendance ratio)

Yukio Murase11

11 (100%)

Naoki Ikeda

11

11 (100%)

Akihide Ishiguro11

11 (100%)

Yukiyasu Shiraki

11

11 (100%)

Yoshiaki Bito1111 (100%)

Hiroyuki Ota

11

11 (100%)

Satoko Ito

11

11 (100%)

Yasushi Ueda

9

9 (100%)Naohiko Ishikawa

11

11 (100%)

Shinji Ishihara11

11 (100%)

Satoe Tsuge

11

11 (100%)

Management Advisory Board
In order to further ensure transparency and fairness of the Board of
Directors’ decision-making activities, we have established theManagement Advisory Board, which consists of two committees,
the Personnel Affairs Committee and the Compensation Committee,
as an advisory body to the Board of Directors.
Management Advisory Board consists of the Personnel Affairs
Committee and the Compensation Committee that provide advice
on the matters shown in the table on the right.
In FY2023, the Personnel Affairs Committee and theCompensation Committee held two meetings each. In reference toattendance of each committee member, all members attended all
meetings registering 100% attendance ratio.

Personnel Affairs Committee
12Matters concerning the determination of candidates for
Director
Matters concerning selection and dismissal of Executive
Directors, etc.

Compensation Committee
1

Matters concerning compensation for Directors

2

Matters concerning the evaluation of the effectivenessof the Board of Directors

3

Other important matters related to management

Evaluation of the Effectiveness of the Board of Directors
The Company annually conducts self-evaluations and analysis of the effectiveness of the Board of Directors, as a measure for improving
the administration of the Board of Directors. In FY2023, we carried out self-evaluations with the advice from an external institution,
results of which were submitted for a consultation to the Management Advisory Board, an advisory body to the Board of Directors, andthen deliberated at the Board of Directors.
<Method for evaluating the effectiveness of the Board of Directors for FY2023, and the summary of the results of evaluation>(1) Method for evaluating the Board effectiveness•Anonymous questionnaire was conducted for all (11) Directors in March 2024.
•The questionnaire was comprised comprehensively of 31 multiple-choice questions for five grade evaluation as well as nine written-type questions on the composition, administration and other matters regarding the Board of Directors.
(2) Results of analysis
As a result of the analysis and evaluation of the questionnaire, the Company confirmed that the Board of Directors was appropriately
administered and that the overall effectiveness of the Board of Directors has been secured.
All parties concerned shared the determination that the Board of Directors shall, with a view to further strengthening the Board’sfunction and reinvigorating its debate, be engaged in continuous efforts for reviewing the contents and quantity of the reference materials for the Board meetings, and enhancing the opportunities for communication between Internal/Outside Directors and the executive
departments.
We will continue with our efforts to enhance discussions on important management issues for the sustainable growth of the Groupand the enhancement of corporate value over the medium to long term. Furthermore, we will further enhance the effectiveness of theBoard of Directors by continuously reviewing the operation of the Board of Directors with Outside Officers.

3/11 Directors

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Corporate GovernanceReason for nominating Outside Officers (function and role of Outside Directors in the corporate governance of the Company)
Outside Director

Status of Audit by the Audit & Supervisory Committee
The Audit & Supervisory Committee consists of three Members of the Audit
No. ofNo. ofAttendance
meetings
meetings
Name
Position& Supervisory Committee (one of the three is a full-time Member of the
ratio
held
attended
Audit & Supervisory Committee, as of June 20, 2024), including two
Member of theMembers of the Audit & Supervisory Committee who are Outside Directors,
Audit &
NaohikoSupervisory
and meets once a month in principle. In addition, the Audit & Supervisory
11
11
100%
Ishikawa
Committee
Committee’s Office has been established to assist Members of the Audit &(Full-time)
Supervisory Committee in their duties, thereby ensuring the objective
Member of themonitoring and auditing functions of the management’s business execution.
Audit &
ShinjiSupervisory
11
11
100%
In accordance with the audit policy, audit plan, and allocation of
Ishihara
Committee
duties established by the Audit & Supervisory Committee, the full-time(Outside)
Member of the Audit & Supervisory Committee audits the execution ofMember of the
Audit &
duties by Directors by attending important meetings such as those of
Satoe
Supervisory
11
11
100%
the Board of Directors, Group Management Council, Group Risk
Tsuge
Committee
Compliance Meeting, and Sustainability Council, inspecting important(Outside)
documents, and interviewing Representative Directors and other
Directors. Part-time Outside Members of the Audit & Supervisory Committee communicate and collaborate with the full-time Memberof the Audit & Supervisory Committee to conduct audits based on discussions at Audit & Supervisory Committee meetings and othermeetings. Satoe Tsuge, an Outside Member of the Audit & Supervisory Committee, is qualified as certified public accountant holding
financial and accounting expertise.
The Audit & Supervisory Committee also reviews the status of the development and operation of the internal control system, the decisionon the appointment of Directors other than Members of the Audit & Supervisory Committee, the decision on the compensation of Directors
other than Members of the Audit & Supervisory Committee, the suitability for reappointment of the Accounting Auditor, the agreement on
the amount of compensation for the Accounting Auditor, and prior approval of the non-assurance services by the Accounting Auditor, andexchanges opinions with the internal audit department and the Accounting Auditor in order to enhance the effectiveness of audits.
In FY2023, the Company held 11 meetings of the Audit & Supervisory Committee, and the attendance of individual Members of the
Audit & Supervisory Committee is shown in the above table.

Satoko Ito

Ms. Satoko Ito has extensive experience and knowledge in a wide range of domains such as environment, energy, regional revitalization, ESG andsustainability gained through her career as an anchorperson for news and information programs and a university professor. Although she has not been
involved in corporate management other than through serving as Outside Director or External Corporate Auditor, the Company believes that, by utilizing
her extensive experience and a wide range of knowledge, she will contribute to further ensuring transparency and fairness of the decision-making function
and further strengthening the supervising function of the Board of Directors from an objective standpoint independent from the management team in orderto promote the Group’s sustainable growth and improve its medium- to long-term corporate value, and has nominated her.

Outside Director

Yasushi Ueda

Mr. Yasushi Ueda has been engaged in corporate management as Senior Managing Executive Officer and Group CRO of Meiji Yasuda Life Insurance, and has
gained extensive experience and a wide range of insight in the financial sector, including risk management. The Company believes that, by utilizing his
extensive operational experience and a wide range of knowledge, he will contribute to further ensuring transparency and fairness of the decision-making
function and further strengthening the supervising function of the Board of Directors from an objective standpoint independent from the management teamin order to promote the Group’s sustainable growth and improve its medium- to long-term corporate value, and has nominated him.

Outside Director (Audit & Supervisory Committee Member)

Shinji Ishihara

As a lawyer, Mr. Shinji Ishihara has a wealth of experience and specialized knowledge of legal affairs in general, and has been serving as the managing partnerof Ishihara Law Office since 2011. The Company believes that, by utilizing his extensive experience and a wide range of knowledge, he will contribute tofurther ensuring transparency and fairness of the decision-making function and further strengthening the supervising function of the Board of Directors froman objective standpoint independent from the management team in order to promote the Group’s sustainable growth and improve its medium- to long-term
corporate value, and has nominated him.

Outside Director (Audit & Supervisory Committee Member)

Satoe Tsuge

As a certified public accountant, Ms. Satoe Tsuge has expertise in finance and accounting, and is the representative of Tsuge CPA Office, which wasestablished in 1999, and the representative director of La Vida Planning Co., Ltd., which was established in 2007. The Company believes that, by utilizing
her extensive experience and a wide range of knowledge, she will contribute to further ensuring transparency and fairness of the decision-making function
and further strengthening the supervising function of the Board of Directors from an objective standpoint independent from the management team in orderto promote the Group’s sustainable growth and improve its medium- to long-term corporate value, and has nominated her.

Remuneration for Officers
Remuneration, etc. for Directors of the Company comprises three components that are fixed remuneration, performance-linked remuneration andstock-type remuneration, based on the resolution at the 1st Annual General Meeting of Shareholders held on June 17, 2022. Meanwhile,
remuneration for Outside Directors and Directors who are Members of the Audit & Supervisory Committee consists solely of fixed remuneration
with a view to enhancing their neutrality and independence.

Major skills and experience, etc. of Directors of the Company(including Directors who are Members of the Audit & Supervisory Committee) (skill matrix)(as of June 30, 2024)

Name

Fixed remuneration

Performance-linked remuneration
Performance-linked remuneration is intended to provide incentive for contributing to improving the Group’s business performance for each fiscal year, andis geared to the Group’s bottom line performance criterion, namely, net income attributable to owners of the parent (consolidated). The aggregate amountof performance-linked remuneration for Directors (excluding Outside Directors and Directors who are Members of the Audit & Supervisory Committee)
shall be paid within the ceilings in the table below, apart from the fixed remuneration.
Performance-linked remuneration
Net income attributable to owners of the parent(consolidated)¥4.0 billion or lessCeiling of
remuneration—

Net income attributable to owners of the parent(consolidated)
More than ¥12.0 billion but not exceeding ¥14.0 billion

Ceiling of
remuneration¥70 million

More than ¥4.0 billion but not exceeding ¥6.0 billion¥30 million

More than ¥14.0 billion but not exceeding ¥16.0 billion¥80 million

More than ¥6.0 billion but not exceeding ¥8.0 billion¥40 million

More than ¥16.0 billion but not exceeding ¥18.0 billion¥90 million

More than ¥8.0 billion but not exceeding ¥10.0 billion¥50 million

More than ¥18.0 billion but not exceeding ¥20.0 billion¥100 million

More than ¥10.0 billion but not exceeding ¥12.0 billion¥60 million

More than ¥20.0 billion¥110 million

Stock-type remuneration

The guidelines for the distribution ratio of these three types of remuneration for Directors (excluding Outside Directors and Directors who areMembers of the Audit & Supervisory Committee) shall be 100, 50, and 15 between fixed remuneration, performance-linked remuneration, andstock-type remuneration, respectively (if fully paid as scheduled, and including remuneration from consolidated subsidiaries if involving
concurrent service as Directors at consolidated subsidiaries).

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JUROKU Financial Group ANNUAL REPORT 2024

Directors who areMembers of the Audit &Supervisory Committee

Restricted stock-type remuneration is intended to provide incentive for continuously enhancing the Company’s corporate value while further promoting
value-sharing between Directors and shareholders, which once a year in principle delivers to Directors restricted shares with transfer restriction period.
Remuneration to be used for delivering restricted shares shall be monetary claims, which shall, in the aggregate but apart from the fixed remuneration andperformance-linked remuneration, not exceed \80 million per year while the total number of shares to be allotted in a year shall not exceed 40,000 shares.

Directors who are not Members of the Audit &Supervisory Committee

The aggregate amount of fixed remuneration for Directors (excluding Directors who are Members of the Audit & Supervisory Committee) payablecommensurate with their roles and responsibilities shall not exceed ¥330 million per year, while the aggregate amount of fixed remuneration for Directors
who are Members of the Audit & Supervisory Committee shall not exceed ¥80 million per year.

Current position at
the Company

Yukio Murase

Chairperson(Representative Director)

Naoki Ikeda

President(Representative Director)

Akihide Ishiguro

Deputy President

Yukiyasu Shiraki

Director and Senior Managing
Executive Officer

Yoshiaki Bito

Director and Managing
Executive Officer

Tomoko Shiozaki

Director andExecutive Officer

Satoko Ito

Director Outside

Yasushi Ueda

Director Outside

Akito Yamashita

Director

Shinji Ishihara

Director Outside

Satoe Tsuge

Director Outside

Major skills and experience, etc. of Directors
Corporate
management

Financing

Finance / Legal affairs /
Local
Risk
Human resources revitalizatio
Accounting
management

ESG / Sustainability*The table does not represent all expertise and experience possessed by each person.

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