Corporate Governance
June 28, 2023
SUNCORPORATION
Representative Director and President, Ryusuke Utsumi
052-756-5981
Contact：
Security Code：6736
https://www.sun-denshi.co.jp/
The status of SUNCORPORATION’s (“the Company”) corporate governance is as follows.

I Basic Policy on Corporate Governance and Other Basic Information Including
Capital Structure, Corporate Attributes
１．Basic Policy
We believe it is important to enhance corporate governance in order to meet the wide
range of trust and expectations of our shareholders, customers, and all segments ofsociety.
To do so, we are implementing various measures based on the following basic ideas.
(1) Ensure soundness and transparency of management(2) Compliance with laws and regulations(3) Clarification of the decision-making process(4) Appropriate business execution(5) Timely and appropriate information disclosure(6) Group-wide risk management【Reasons for not implementing the following principles of the Corporate Governance
Code】
Supplemental Principle 1-2 ④ Creation of an environment for the electronic exercise of voting
rights, and English translation of the convocation notice
Although the Company has translated the convocation notice of the General Meeting of
Shareholders into English, it has not introduced a system to enable electronic exercise of
voting rights.
The Company is aware of the need to create an environment to enable the electronic exercise
of voting rights, taking into account the situation of institutional investors and overseas
investors, and will continue to study the issue in response to changes in the composition ofshareholders and other circumstances.
Supplemental Principle 2-4 ① Ensuring diversity in the appointment of core personnel, etc.
The Company recognises that ensuring the diversity of its human resources will lead tomedium- and long-term improvements in corporate value and makes comprehensive
assessments of the skills and experience of its employees, regardless of gender, nationality or
mid-career employment, before appointing them to management positions. Although we have
yet to set measurable numerical targets for ensuring the diversity of our core human resources,
we believe that the company's greatest asset is its people, and that the development of acomfortable working environment and various systems to draw out the abilities of each andevery employee will ultimately lead to increased corporate value, and we will continue toactively consider human resources development policies and internal environmental
improvements.

Supplemental Principle 2-5 ① Establishment of a whistleblower contact point independent ofmanagement, and rules on confidentiality and prohibition of prejudicial treatment of informants
1

The Company has designated the department in charge of internal audit as the point ofcontact for internal reporting and has established rules to prohibit confidentiality anddisadvantageous treatment of those who provide information through the internal reporting
system operation rules. In the future, we will consider establishing a contact system
independent of management.
Supplemental Principle 3-1 ③ Disclosure on the company's sustainability efforts,
4-2 ② Formulation by the board of directors of a basic policy on the company's approach tosustainability, and oversight of the allocation of management strategies and the implementation of
the business portfolio strategy
The Company believes that simultaneously promoting environmental protection activities
aimed at reducing environmental impact and preventing pollution in all aspects of its businessactivities, products and services is a sincere corporate activity that leads to consideration for
the global and working environment and the realisation of fair and proper business
transactions.
We have established an Environmental Management Regulation and an Environmental
Management System, which are firmly established and promoted as part of our management
infrastructure, and the specific details of these are disclosed on our website.
（https://www.sun-denshi.co.jp/csr/）
However, the Board of Directors has yet to set specific numerical targets for sustainability,
and will actively consider the continuous improvement and development of environmental
improvement activities and the prevention of pollution.
The company is also considering appropriate ways of disclosing and providing information
on investments in human assets and intellectual property, and will proactively disclose suchinformation when formulating new management plans in the future.

Principle 4-11 Preconditions for ensuring board effectiveness
The Company appoints as Directors those individuals who are considered most suitable toserve as Directors of the Company, regardless of nationality, race, gender, age, or otherfactors. At present, all of the Company's directors are male and no female directors havebeen appointed. However, if there are suitable candidates, the Company will consider
nominating them as candidates for directors.
In terms of internationality, we have appointed several foreign directors, and we believe thatthe current Board of Directors can appropriately manage the Company. As for the Directors
who are members of the Audit Committee, one certified public accountant and one attorneyat-law have been appointed as External Directors as they have considerable knowledge offinance, accounting or legal affairs.
Supplemental Principle 4-11 ③ Assessing the effectiveness of the board as a whole
The Company will continue to examine the effectiveness of the Board of Directors, including
evaluation methods, from the perspective of improving the functioning of the Board of
Directors.
【Disclosure based on the principles of the Corporate Governance Code】
Principle 1-4 Cross-shareholdings
The Company may hold shares of listed companies as policy holdings if such holding willcontribute to the enhancement of corporate value over the medium to long term through themaintenance and strengthening of stable business relationships with the companies in which
the Company holds such shares.
Each year, the Board of Directors examines the rationality of the purpose of holding eachstock and the related income and benefits of holding the stock, and decides whether or not2

to hold the stock in comparison with the case where the stock is not held.
This year, as a result of the verification, we have confirmed that all of the shares currently
held for policy purposes are held in accordance with the holding policy.
In addition, when exercising voting rights for shares held for policy purposes, we will make acomprehensive judgment as to whether the exercise of voting rights for shares held for policy
purposes will not damage the corporate value of the Company and whether it will lead to theenhancement of the value of the company in which the shares are held.
When there is a possibility of damage to shareholder value, such as the occurrence of illegal
activities, or when there are serious concerns about corporate governance, we will voteagainst.
Principle 1-7 Transactions between related parties
When conducting transactions with related parties such as directors and major shareholders,the Company shall explain the rationality of the transaction and the terms and conditions of
the transaction in advance to the Board of Directors from the perspective of preventing
conflicts of interest with the Company and ensuring the fairness and impartiality of thetransaction, in accordance with laws and regulations and internal rules. In the event that suchtransactions are implemented, the details of the transactions are reported to the Board of
Directors.
The Company confirms whether or not there are any transactions between the Company andrelated parties by conducting a written survey of the Company's directors every year.
Principle 2-6 Functioning as an asset owner for corporate pensions
The Company has not introduced a defined benefit corporate pension plan, but has a defined
contribution pension plan as part of its benefits package, under which employees can choose
the content of their own investments. In collaboration with the management organisation, thecompany works to inform employees about the plan and encourage them to use it, while thedepartment in charge of the pension plan, the human resources department, assigns
employees with basic knowledge of public and private pensions in general, including defined
contribution pensions, to the department in charge of the pension plan. In this way, thecompany is making use of external training and other training programmes to educate its
members on investment and to make proposals on life planning for a prosperous retirement.
Principle 3-1 Sufficient disclosure of information(i) Slogans, Corporate Philosophy, Management Policies
Based on the following "Slogans" "Corporate Philosophy" and "Management Policies", theCompany strives to plan, develop and continue to provide high value-added products andservices with superior product appeal and quality.
Slogans:"Dreams, Challenges, Creations"
Corporate philosophy: Improving the quality of people’s lives through "Information &Communication Technology and Entertainment”
Management policy: “Having a Challenge-Seeking Spirit”① Focusing on information and communication technology and entertainment② Improving corporate value③ Actively taking action with a venturing spirit
The Company's basic strategy, medium-term vision, and other financial explanatory materials
are available on the Company's website. https://www.sun-denshi.co.jp/(ii) Basic ideas and policies regarding corporate governance
Please refer to "I 1. Basic Policy" in this report.
(iii) Policies and procedures in determining the remuneration of directors
The amount of remuneration for Directors (excluding Directors who are members of the
Audit Committee) is within the remuneration limits approved by resolution of the General
Meeting of Shareholders (hereinafter referred to as the 'Remuneration Policy'). The Board3

of Directors determines the amount of remuneration.
The Company shall design the remuneration of Directors to function effectively as a
medium- to long-term incentive for continued growth in corporate performance andsustainable enhancement of corporate value while promoting value sharing withshareholders, and the basic policy is to ensure that it is possible to attract and retain
excellent human resources to realise these goals, and that the level of remuneration isappropriate to the roles and responsibilities required of each director.
The Board of Directors has delegated Representative Director Ryusuke Utsumi to draft thebasic remuneration, etc. of each Director. The reason for the delegation is that the Board of
Directors has decided that the Representative Director is the most suitable person toevaluate each individual Director while taking into account the Company's overall
performance and other factors.
The amount of remuneration for directors who are members of the Audit Committee isdetermined by the Audit Committee within the limit of remuneration approved by a resolutionof the General Meeting of Shareholders.
Directors' remuneration specifically consists of base remuneration and post-delivery sharebased remuneration.
The basic remuneration for directors is a fixed monthly amount, and the specific amount tobe paid to each director is drafted by the representative director and decided by the
Nomination and Remuneration Committee, based on the roles and responsibilities of eachdirector. For directors who are members of the Audit Committee, the amount is decided by
the Audit Committee.
In addition, the post-delivery type of share remuneration, which is non-monetary
remuneration for directors, is a system under which, after a certain period of time has elapsed
after the grant of rights, a pre-determined number of shares of the Company's common stock
or a pre-determined calculation method are delivered subject to the fulfilment of certain
conditions.
There are two types : RSUs, which are not subject to a performance condition, and PSUs,
which are subject to a performance condition.
However, PSUs are not granted to outside directors.
(iv) Policies and procedures for nominating directors
The Representative Director prepares drafts for the appointment of executive directors (membersof the Audit Committee and directors who are not outside directors) based on the results of mutual
evaluations of executive directors, taking into consideration the balance of knowledge,
experience, and ability. Based on the opinions of the Nomination Advisory Committee, the Boardof Directors shall decide on the agenda for the election of Directors by resolution.
With the consent of the Audit Committee, the Company selects Directors who are Audit
Committee members and who have sufficient expertise, experience, and insight to conduct
appropriate audits and supervision.
With respect to outside directors, in accordance with the requirements of the Companies Act andthe independence standards stipulated by the Tokyo Stock Exchange, the Company selects as
independent outside directors those who do not present a risk of conflicts of interest with generalshareholders.
In the event of any violation of laws, regulations, or the Articles of Association by any member ofthe management team, including the Representative Director, or in the event that the criteria for
selection are not met or it is deemed difficult for such a member to perform his/her duties, theNomination Advisory Committee will deliberate on the matter and, based on its opinion, the Boardof Directors will determine a proposal to be submitted to the General Shareholders Meeting todismiss such director.
(v) Appointment, removal and nomination of directors
With respect to the individual election and dismissal and nomination of candidates for
Directors, a brief personal history of each individual and the reasons for their appointment
are provided in the “reference materials for the General Meeting of Shareholders” in the “noticeof the General Meeting of Shareholders”.
https://www.sun-denshi.co.jp/ir_info/notes/2023/52thNoticeGeneralMeetingShareholders.pdf
4Supplementary Principle 4-1 ① The scope of delegation to management
The Company has established the separation of management decision-making and businessexecution by establishing the Board of Directors as the decision-making and supervisory
body of management, and the Executive Committee as the business execution system basedon the decisions made by the Board of Directors, as well as executive officers and meetingbodies for each business field.
In addition, the scope of delegation to management is clearly defined in the Board of Directors
Regulations and the Table of Duties and Authorities, which sets out the decision-making
bodies, such as the Board of Directors, executive officers and executives, as well as theauthority of decision-makers in relation to decisions, deliberations and approvals.
Principle 4-9 Criteria for determining the independence of independent outside directors
and their qualifications
The Company has not established any standards or policies regarding the independence ofthe selection of independent outside directors. However, in making the selection, theCompany takes into account the independence standards established by the Tokyo Stock
Exchange and selects as independent outside directors those who are judged to have no riskof conflict of interest with general shareholders.
Supplemental Principle 4-10① Powers, roles, etc. of nomination and remunerationcommittees
The Company has established a voluntary Nomination and Remuneration Committee, themajority of whose members are independent outside directors.
The Nomination and Remuneration Committee receives advice from the Board of Directors,
deliberates and reports on the nomination of directors, and determines the remuneration of
directors (excluding directors who are members of the Audit Committee) in accordance with thepolicy on remuneration determined by the Board of Directors.
The remuneration of directors who are members of the Audit Committee is determined by the
Audit Committee.
Four out of nine directors of the company are outside directors (three of them are independent
outside directors), who participate in deliberations and express their opinions at board meetingsfrom a standpoint independent of the management team. The Nomination and Remuneration
Committee also provides appropriate involvement and advice on the diversity and skills of thedirectors, and the system further enhances the objectivity and transparency of the procedures.
Supplemental Principle 4-11 ① The board’s view on diversity, etc.
The Company's Articles of Association stipulate that there shall be no more than eight directors(excluding directors who are members of the Audit Committee) and no more than four directors
who are members of the Audit Committee. Currently, there are six directors (excluding directors
who are members of the Audit Committee), two of whom are outside directors, and three
directors who are members of the Audit Committee, two of whom are outside directors.
The Company is a manufacturing company with multiple businesses, and its basic policy is toappoint people with expertise in each business, corporate management, financial accounting,legal and risk management and global expertise in a balanced manner in order to supervise
business execution and make important decisions.
The Board of Directors therefore considers it important to promote selection and concentrationand to identify appropriate skills in line with the Company's business characteristics andbusiness environment for the consideration of M&A and business restructuring for new
businesses.
In addition, the Audit Committee consists of three members: one director who is familiar with thebusiness, one director with a high degree of expertise in legal matters and one director with ahigh degree of expertise in accounting matters.
For the appointment and dismissal of directors, the three-member Nomination andRemuneration Committee, including two independent external directors, discusses and gives its
opinion on the balance of knowledge, experience and skills of the Board of Directors and the5right number of people based on their respective knowledge and management experience.
The combination of skills and other attributes possessed by the directors (skills matrix) has
been prepared and is presented at the end of this report. The policies and procedures for theappointment of directors are described in Principle 3-1(iv).
Supplemental Principle 4-11 ② Directorships held concurrently
The status of important concurrent positions held by the Company's directors is disclosed
annually through the notice of convocation of the General Meeting of Shareholders and theAnnual Securities Report. The four external directors of the Company do not concurrently
hold positions at other listed companies outside our group, and are able to concentrate on
their duties as directors of the Company.
Supplementary Principle 4-14 ② Policies on training the directors
Upon assuming office, the Company provides and mediates various training opportunities for
Directors to acquire and appropriately update the knowledge necessary to properly assign
and deepen their understanding of their roles and responsibilities. In addition, even after
assuming office, the Company provides opportunities necessary for Directors to fulfill theirroles, such as providing knowledge and information necessary for supervising management,
and the Company bears these costs.
Principle 5-1 Policies on having constructive discussions with shareholders
In order to promote constructive dialogue with shareholders, the Company has establishedthe following systems and measures for dialogue with shareholders.
(i) The Company has appointed a director in charge of IR from among its directors.
(ii) The director in charge of IR organically collaborates with other departments related to IR
activities, such as corporate planning, human resources and general affairs, accounting, andlegal departments, by holding meetings as needed, and shares information with otherdepartments related to IR activities.
(iii) The department in charge of IR receives telephone interviews and other IR interviews
from shareholders and investors.
(iv) The opinions of shareholders and investors obtained through IR activities areappropriately and effectively fed back to the Management Committee and the Board of
Directors.
(v) In dialogue with shareholders and investors, we pay attention to the management of
insider information in accordance with the insider trading rules.
2. Capital Structure
Foreign shareholding ratio

30% or more

Major Shareholders
Name or Company name

Tokai Engineering Co.Ltd.
GOLDMAN SACHS INTERNATIONAL
Fujishoji Co., Ltd.
INTERACTIVE BROKERS LLCNOMURA CUSTODY NOMINEES LIMITED OMNIBUSFULLY PAID (CASHPB)MLI FOR CLIENT GENERAL OMNI NON COLLATERAL NON
TREATY-PB
Michie Utsumi
Yasue Watanabe
OASIS INVESTMENTS II MASTER FUND LTD.
BNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)
6

Number ofshares held
(shares)
4,267,600
1,265,482
940,000
834,600
834,467

Percentage(%)

748,2103.30

680,000
680,000
678,220614,089

3.00
3.00
3.00
2.70

18.90
5.60
4.10
3.70
3.70

Name of controlling shareholder━.

Parent company

None

3. Company Attributes
Listed Stock Market and Market Section
Fiscal Year-end
Type of Business
Number of employees (consolidated) as ofthe end of the previous fiscal year
Sales (Consolidated) in the previous fiscal
year
Number of consolidated subsidiaries as ofthe end of the previous fiscal year

7

Tokyo Standard
March
Electronic equipment
Between 100 and 500
Between ¥10 billion and ¥100 billion
Fewer than 10 companies

4. Guidelines on measures to protect minority shareholders in transactions with controllingshareholders━.
5. Other special circumstances that may have a significant impact on corporate governance
None

II. Status of the management control organization and other corporate governancesystems for management decision-making, execution and supervision
1. Matters related to the composition and management of the organisation
Form of organization
Company with an Audit Committee
Directors
Number of directors under the articles ofassociation
Term of office of directors under the articles
of association
Chairman of the Board of Directors
Number of directors
Appointment of outside directors
Number of outside directors
Number of outside directors designated as
independent directors
Relationships with the company (1)Full nameCategory
Akira Iwata
Yaniv Vardi
Tomoyuki Shinkai

12
1 yearPresident
9existent
4
3

Relationship with the company (*1)
a b c d e f g h i j k

Scholarfrom another company
Certified Public
Accountant
Takashi Matsui
Lawyer*Items regarding the relationship with the company*If the person corresponds to each item in the "present and recent", "○"; if the person
corresponds to each item in the "past", "△".
*If a close relative is applicable to each item in the "present and recent" period, the item ismarked with "●"; if the item is applicable to the "past" period, the item is marked with "▲".
a. Business executors of listed companies or their subsidiaries
b.Executive or non-executive directors of the parent company of the listed company
c.Executives of sibling companies of listed companies
d. A person who has a listed company as a major business partner or an executive of such apersone.Major business partners of the listed company or their business executors
f. Consultants, accounting experts, and legal experts who receive a large amount of money orother property from listed companies other than remuneration for their services as directors.
g.Major shareholders of the listed company (if the major shareholder is a corporation, theexecutive person of the corporation)h. Business executors (in person only) of listed companies' business partners (not falling under
any of d, e and f)
i.Executives of parties with whom the external director has a relationship of mutual
appointment (in person only)
j. Executives of companies to which listed companies have made donations (in person only)
k. Others
8Relationships with the company (2)Full name
Audit
Independence
Committee
Board
members
members
and othercommittee
members
Akira Iwata〇

Reasons for appointment━.

Mr. Iwata has a high levelof technical expertise in thefields of artificial intelligence(AI), neural networks, deeplearning and information
security, as well as a wealthof consulting experience inthe planning, development
and manufacture of IOT
sensor systems. He
provides objective andexpert advice andrecommendations on the
Company's managementfrom an independent
standpoint as an outside
director of the Company,
and is expected tocontribute to the growthand development of ourgroup.
In addition, he has no
special interest in the
Company, does not fallunder any of the
independence criteria set
out by the Tokyo Stock
Exchange (Guideline III
5.(3)-2 for listing
management, etc.), andhas been designated as anindependent director
because there is no risk of
a conflict of interest withgeneral shareholders.
Mr. Vardi is expected tocontribute to the growth anddevelopment of our groupby providing objective andexpert advice andrecommendations on the
Company's managementfrom an independent
standpoint as an outside
director. As such, he isjudged to be suitable for the
position of Outside Director
and has been elected.
Mr. Shinkai has a wealth ofexpertise and experience━.

Yaniv Vardi

Tomoyuki
Shinkai

Supplementary
information on
applicable
items

〇

〇

━.
9

TakashiMatsui〇〇━.

as a certified public
accountant, and is
expected to strengthen thefunctions of the Board of
Directors, and therefore
judged suited for theappointment as an outside
director.
In addition, he has no
special interest in the
Company, does not fallunder any of the
independence criteria set
out by the Tokyo Stock
Exchange (Guideline III
5.(3)-2 for listing
management, etc.), andhas been designated as anindependent director, as
there is no risk of conflict ofinterest with generalshareholders.
Mr. Matsui has a wealth ofexpertise and experience
as a lawyer, and is
expected to strengthen thefunctions of the Board of
Directors, and therefore
judged suited for theappointment as an outside
director.
In addition, he has no
special interest in the
Company, does not fallunder any of the
independence criteria set
forth by the Tokyo Stock
Exchange (Guideline III
5.(3)-2 for listing
management, etc.), andhas been designated as anindependent director
because he is judged tohave no risk of conflict ofinterest with generalshareholders.

The Audit and Supervisory Committee
Composition of the committee and attributes of the chairman
All
Full-time
Internal
Outsidecommittee members
directors
directors
members(Name)(Name)(Name)(Name)
Audit
and
3
1
1
Supervisory
Committee
10Chairman of
the committee(Chairman)
2

Internal
directors

Directors and employees to assist the Audit
Committee in its duties

existent

Matters concerning the independence of the directors and employees concerned from theexecutive directors
As described in "IV. 1. Basic policy on the internal control system and the status of its
development", employees of the department in charge of internal audit assist the Audit
Committee in its duties.
Decisions on matters relating to the personnel rights of employees in the Internal Audit
Department require the prior consent of the Audit Committee, thereby maintaining independence
from the executive directors.
Cooperation between the Audit and Supervisory Committee, the Accounting Auditor andthe Internal Audit Department
The Internal Audit Department also carries out audits at the direction of the Audit Committee.
In addition, at the request of the Audit and Supervisory Committee, the Audit and Supervisory
Committee, the Accounting Auditor and the Internal Audit Department hold liaison meetings andcooperate with each other by reporting and explaining.

[Voluntary committees
Whether there is a voluntary committee
equivalent to a nomination committee or a
remuneration committee

Yes

Status of voluntary committees, composition of members and attributes of the chairman(chairperson)
Nameof AllFullInterna Outsid Extern Othe Chairma
thecommitt time
l
e
al
rs
n of thecommitteeeecommitt directo directo expert
committe
member ee
rs
rs
s
e
s
member (total)(total)(total)(Chairm(total)s (total)an)Committee Nomination 3
1
1
2
0
0
Outsidesanddirectors
equivalent
Remunerattothe ionnomination Committee
committee
A voluntary Nomination 3
1
1
2
0
0
Outsidecommittee
anddirectors
equivalent
Remunerattothe ionRemunerat Committee
ion
Committee
Supplementary information
The Company has a voluntary Nomination and Remuneration Committee, the majority of whose
members are independent outside directors.
With regard to the executive directors (members of the audit committee and directors who are
not outside directors), a balance of knowledge, experience and ability is taken into consideration.
Based on the results of a mutual evaluation of the executive directors, the representative director
prepares a draft proposal and consults the Nomination and Remuneration Committee, in which
the majority of independent outside directors are members.
11Based on their report, the Board of Directors then decides on the appointment proposal byresolution.
Remuneration is determined by the Nomination and Remuneration Committee in accordancewith the policy on remuneration of directors (excluding directors who are members of the Audit
Committee) decided by the Board of Directors.
The remuneration of directors who are members of the Audit Committee is determined by the
Audit Committee.
Relationship with independent directors
Number of independent directors

3

Other matters relating to independent directors
The Company has designated all outside directors who meet the qualifications forindependent directors as independent directors and has notified the Tokyo Stock
Exchange of this designation.
Incentive-related
Status of implementation of measures toprovide incentives to directors

Introduction of a performance-linked
compensation system and a stock option
plan
Supplementary information on relevant items
Stock option plans are determined based on comprehensive consideration of theCompany's business environment, stock price, and other factors at the time of granting.
The level of each payment is also determined based on comprehensive consideration ofeach director's position, business performance, and contribution to the improvement of
the Company's business performance.
The Company has introduced a post-delivery stock compensation plan as aperformance-linked compensation system (excluding directors who are members of the
Audit and Supervisory Committee). Further details can be found in the Reference
Document for the General Meeting of Shareholders in the Notice of the 51st Ordinary
General Meeting of Shareholders.
https://www.sundenshi.co.jp/ir_info/notes/2022/51thNoticeGeneralMeetingShareholders.pdf
Persons to whom stock options havebeen granted

Internal directors, external directors,
employees andDirectors of subsidiaries, employees ofsubsidiaries
Supplementary information on relevant items
We believe that the growth of a company can be achieved not only through the work of afew senior executives, but also through the work of the entire Group's workforce, which iswhy not only senior executives but also the entire Group's workforce are eligible for
grants.
Directors' remuneration
Status of disclosure (of individual
Individual remuneration is not disclosed.
directors' remuneration)
Supplementary information on relevant items
The total amount of directors' remuneration paid in the fiscal year ended in March 2023
was as follows.
Directors (excluding members of the audit committee and outside directors): 4 people¥ 94,125,000
Directors (excluding members of the audit committee and outside directors) 1 eligible
person ¥ 15,120,000
Outside directors 6 eligible people ¥ 27,974,000
12The total amount of directors' remuneration is also stated in the Business Report andAnnual Securities Report, which are also available on the Company's website.
Notice of convocation：https://www.sundenshi.co.jp/ir_info/notes/2023/52thNoticeGeneralMeetingShareholders.pdf
Annual Securities Report：https://ssl4.eir-parts.net/doc/6736/yuho_pdf/S100OI10/00.pdf

Whether there is a policy for determining
Yes
the amount of remuneration or its
calculation method
Details of the disclosure of the policies for determining the amount of remuneration or its
calculation method①
Matters related to the policy on the amount of remuneration for officers or the
method of calculation of such remuneration.
(i)
Matters related to the determination of the amount of remuneration of officers or the
method of calculation of such remuneration.
The Company is a company with an audit committee and the remuneration policy fordirectors (excluding directors who are members of the audit committee) is determined by the
Board of Directors.
The remuneration policy as at the date of submission was decided by a resolution of theBoard of Directors under our group's medium-term management plan 2022-2024.
a. Basic policy
The remuneration of the Company's directors is designed to function effectively as a
medium- to long-term incentive for continued growth in corporate performance andsustainable enhancement of corporate value while promoting value sharing withshareholders. The basic policy is to ensure that it is appropriate and commensurate with theroles and responsibilities required of each director, while making it possible to attract andretain excellent human resources to realise these objectives.
Specifically, it consists of base remuneration and post-delivery share-based remuneration.
Subsequent delivery of share-based remuneration consists of Restricted Share Units('RSUs'), which are not subject to a performance condition, and Performance Share Units('PSUs'), which are subject to a performance condition. However, PSUs shall not be granted
to outside directors.
b. Policy on determining the amount of basic remuneration
The basic remuneration of the Company's Directors shall be a monthly fixed remuneration(monetary remuneration), which shall be determined by the Nomination and Remuneration
Committee in accordance with their respective positions. It is then paid at a fixed time eachmonth.
c. Policy on determining the nature and amount or number of non-monetary remuneration orits calculation method
Non-monetary remuneration, etc. is delivered after the fact as stock-based remuneration,with the aim of promoting sustainable growth in the Company's corporate value andpromoting value sharing with shareholders.
Under this plan, after a certain period of time has elapsed after the grant of rights, andsubject to the fulfilment of certain conditions, shares of the Company's common stock aredelivered in a pre-determined number or using a pre-determined calculation method.
Specifically, the plan consists of Restricted Stock Units ('RSUs'), which are not subject to a
performance achievement condition, and Performance Share Units ('PSUs'), which are
subject to a performance achievement condition.
13

The RSUs are subject to the condition that the grantee continues to hold certain positions as
determined by a resolution of the Board of Directors of the Company or the Board of
Directors of the Company from the date of grant until the expiry of the vesting period. The
RSUs will be granted a base number of shares of the Company's common stock as
determined on the grant date after the expiry of the relevant vesting period. The vesting
period is one year from the grant date for one-third of the RSUs granted, two years from the
grant date for one-third of the RSUs granted and three years from the grant date for onethird of the RSUs granted.
PSUs are available to directors who are engaged in the execution of the business.
Conditions include, among others, that they must continuously hold the position of directorof the Company from the date of grant until the end of the period covered by the mediumterm management plan (three consecutive fiscal years) to which the rights grant datebelongs, or a certain position determined by a resolution of the Board of Directors of theCompany. In addition, the number of shares of the Company's common stock obtained bymultiplying the base amount of shares determined on the date of grant of rights by acoefficient determined in accordance with the degree of achievement of the performancetargets set out in the relevant medium-term management plan will be delivered. The timingof such delivery will be after the relevant performance is determined.
d. Details of performance indicators for performance-linked remuneration and method ofdetermining the amount of performance-linked remuneration
The performance indicators used as the basis for calculating PSUs in the pre-delivery
share-based remuneration are based on a strong incentive for the directors to achieve themedium-term management plan.
The performance indicators are the consolidated sales, operating profit and operating profit
margin excluding Cellebrite for each financial year in the period covered by the mediumterm management plan, and the number of shares to be delivered will fluctuate according to
the degree of achievement of the performance indicator targets.
The weighting of each performance indicator is 40% for sales, 30% for operating profit and
30% for operating margin, and the average of the achievement rate for each fiscal year isused as the grant rate. However, the maximum payment rate shall be 150%, and if theachievement rate is less than 75%, the payment rate shall be zero.
e. Policy for determining the percentage of each type of remuneration
The percentage of remuneration for each type of executive director will be based on the
remuneration levels of companies of a similar business size to the Company. The
Nomination and Remuneration Committee determines the amount of remuneration, etc. foreach individual director, so that the higher the position, the higher the proportion of nonmonetary remuneration.
The remuneration of directors who are members of the Audit Committee consists solely ofbase remuneration.
The amount of remuneration, etc. for directors who are members of the Audit Committee isdetermined by consultation of the directors who are members of the Audit Committee, within
the remuneration limit set by resolution of the General Meeting of Shareholders.
(ii) Details of resolutions of the General Meeting of Shareholders regarding remuneration of
directors
The amount of monetary remuneration for Directors was resolved at the 45th Annual
General Meeting of Shareholders held on 23 June 2016 to be "within an annual amount of
JPY 200 million".
At the conclusion of the said Annual General Meeting of Shareholders, the number of
directors who are not members of the Audit Committee is five. Separately from suchmonetary remuneration, a resolution was passed at the 51st Annual General Meeting of
Shareholders held on 23 June 2022 to revise the amount of remuneration for Directors
14(excluding Directors who are members of the Audit Committee) in connection with theintroduction of a post-delivery stock remuneration system. Specifically, it was resolved to
grant Restricted Stock Units (RSUs), which are not subject to performance conditions, andPerformance Share Units (PSUs), which are subject to performance conditions. At theconclusion of the relevant Annual General Meeting, the number of non-audit committee
members on the Board of Directors was six.
The amount of monetary remuneration for Directors who are members of the Audit
Committee was resolved at the 45th Annual General Meeting of Shareholders held on 23
June 2016 to be "not more than 25 million yen per annum". At the conclusion of the said
Annual General Meeting of Shareholders, the number of directors who are members of the
Audit Committee is three.
(iii) Summary of bodies and procedures for determining the policy on the amount of
remuneration or the method of calculation of remuneration for directors
The Nomination and Remuneration Committee is the decision-making body for the
Directors' remuneration policy.
The Board of Directors delegates Representative Director Ryusuke Utsumi to draft the basic
remuneration, etc. of each Director.
The reason for the delegation is that the Board of Directors has decided that theRepresentative Director is the most suitable person to evaluate each individual Director
while taking into account the Company's overall performance and other factors.
The standard remuneration amounts for each position, the specific details of the RSUs and
PSUs and the amounts granted, and other important matters relating to the remuneration ofindividual Directors other than members of the Audit Committee are as follows.
1. Taking into account the remuneration standards of companies of a similar business size
to the company
2. Determining the amount of remuneration, etc. for each individual director by considering a
structure in which the proportion of non-monetary remuneration increases with the higher
level of office.
The details of individual remuneration for the current financial year were decided at theBoard of Directors' meeting held in June 2022.
Details of the remuneration of the directors are also provided in the Annual Report.
https://ssl4.eir-parts.net/doc/6736/yuho_pdf/S100OI10/00.pdf

Support system for outside directors
There is no full-time staff to support the outside directors, but each department, led by thefull-time director, provides the necessary materials and information and other necessary
support.

15

Matters related to functions such as business execution, auditing and supervision, nomination
and remuneration decisions (overview of the current corporate governance system)
・The Board of Directors
In addition to the regular monthly meetings of the Board of Directors, the Board of
Directors meets as necessary to resolve, deliberate and report on matters relating to theoverall management of our group.
・Audit and Supervisory Committee
In addition to the regular monthly meetings of the Audit Committee, meetings are held asnecessary to receive reports from the full-time Audit Committee members on the status of
the execution of their duties and from the selected Audit Committee members on thestatus of the audit.
The Board of Directors receives reports and deliberates on the results of investigations
and surveys, and reports and proposes resolutions and discussion results to the Board of
Directors as necessary.
・Management Meetings
Meetings attended by the directors (excluding outside directors), executive officers, andfull-time Audit Committee members are held once a month, at which the general managers
of each division report on the progress of the management plan.
The Board is responsible for reporting and discussing management issues.
・Independent auditors
The Company has commissioned Frontier Audit Corporation to carry out the accounting
audit work.
The certified public accountants who performed the accounting audit work were Yukio Fujii
and Daisuke Hongo.
The assistants for the accounting audit work comprise 10 certified public accountants andone other person.
・Limited liability contract
The Company has entered into agreements with non-executive directors to limit their
liability under Article 423, Paragraph 1 of the Companies Act, and the maximum amount ofliability under such agreements is stipulated in Article 425(1) of the Companies Act.

16

3. Reasons for choosing the current corporate governance system
The Company has adopted a corporate governance system with an Audit Committee forthe following reasons
1. Enhanced monitoring
As Audit Committee members have voting rights at meetings of the Board of Directors,
they are able to exercise a monitoring function over management by opposing
inappropriate proposals by executive directors.
In addition, the Audit and Supervisory Committee members appointed by the Audit andSupervisory Committee have the right to express their opinions on the election, dismissal
and remuneration of directors (excluding directors who are Audit and Supervisory
Committee members) at the General Meeting of Shareholders. The Audit andSupervisory Committee members, who are selected by the Audit and Supervisory
Committee, also have the right to express their opinions on the election, dismissal,
remuneration, etc. of directors (excluding directors who are Audit and Supervisory
Committee members) at the General Meeting of Shareholders.
2. Speeding up decision-making in the execution of businessIn the case of a company with an Audit and Supervisory Committee, if the majority of thedirectors are outside directors, or if the articles of incorporation so stipulate, certain
important business execution decisions may be delegated to directors (excluding
directors who are Audit and Supervisory Committee members). This enables the Boardof Directors to make quick decisions on important business operations. This allows theBoard of Directors to concentrate on monitoring the executive directors.
III. Status of implementation of measures concerning shareholders and other interested parties
1. Efforts to revitalise the General Meeting of Shareholders and to facilitate the exercise of voting
rightsSupplementary information
Early dispatch of
The electronic provision measures were disclosed earlier than thenotices of general
statutory deadline. However, as this is the first year of electronic
meetings ofprovision measures, the mailings that continued to be carried out
shareholders
were sent out on the existing statutory date (7 June).
Setting up
shareholder
meetings to avoid
concentrated days
Exercise of voting
rights byelectromagnetic
means
Participation in theelectronic voting
platform and efforts
to improve thevoting environment
for other
institutional
investors

The date of the Ordinary General Meeting of Shareholders is set to
avoid concentrated days.

Provision of thenotice of
convocation(summary) in
EnglishOthersThe English version will be available from the Notice ofConvocation of the General Meeting of Shareholders in June 2020.

We recognise that this is an issue that needs to be considered in
the future.

We recognise that this is an issue that needs to be considered in
the future.

From the perspective of early disclosure of information toshareholders, the Company takes measures to provide information17

electronically on its website and TDnet earlier than the statutory
deadline.
In addition,
1. at the General Meeting of Shareholders of the Company inprevious years, explanatory slides including graphs are
displayed when explaining the business report and consolidated
financial statements, in order to help shareholders understandthe Company's business.
2. narration is used in the reports on the business report andconsolidated financial statements to promote understanding
among shareholders.
3. a shareholder newsletter is posted on the Company's website
immediately after the General Meeting of Shareholders.

Activities related to investor relations

Supplementary information

Preparation andpublication of adisclosure policy
Regular briefings
for individual
investors

Regular briefings
for analysts andinstitutional
investors
Regular briefings
for overseas
investors
IR materials posted
on website

Establishment of adepartment (orIn light of the Fair Disclosure Rules, which cameinto effect on 1 April 2018, the Company willconsider preparing and publishing a disclosure
policy.
We do not currently hold these meetings on aregular basis.
In the future, we will consider holding suchsessions complying with the purpose and thesignificance of the Fair Disclosure Rules, as ameans to ensure a proper understanding of ourcorporate value, reducing the information gap
between institutional and individual investors.
The financial results presentation for the fiscal
year ended in March 2023 was given online on
June 2nd. The video and the material of thispresentation are posted on the Company's
website.
We do not currently hold regular meetings, but we
do respond to enquiries on an individual basis.
Various reports, explanatory materials forfinancial results, notices of convocation of general
meetings of shareholders, shareholder
newsletters, etc. are posted on the Company's
website, and explanatory materials for financial
results and notices of convocation of general
meetings of shareholders are also posted in
English.
In addition, in light of the Fair Disclosure Rules
that will come into effect on 1 April 2018, we willcontinue to consider expanding the provision of
information on our website, including thetranslation of the convocation notice into English.
At present, investor relations is handled by the
Public Relations and Investor Relations
18

Whether the
representatives
themselves
giveexplanations

None

Existent

Noneperson) in chargeof IR

department.

Efforts to respect the position of stakeholders
Respect for the
position of
stakeholders ininternal rules andregulations
Implementation ofenvironmental
protection activities,
CSR activities, etc.

Formulation ofpolicies and othermatters relating to
the provision of
information to
stakeholders
OthersSupplementary information
A number of internal rules and regulations are in place to raiseawareness within the company.

Recognising that the 21st century is the "Environmental Century",
we have established the "Environmental Management Regulations"and are committed to the growth of our business and the reductionof our impact on the global environment.
In addition, we have obtained the "Privacy Mark" and are promoting
activities to protect personal information.
A number of internal rules and regulations are in place to raiseawareness within the company.

Our Group promotes the recruitment of foreign nationals andgender-equal personnel in all positions. In addition, to support abalance between work and childcare, Our Group is working tocreate a comfortable working environment, including leave andleave before and after childbirth and for childcare, and a system ofshortened working hours.
The use of the childcare leave system by male employees isgradually gaining ground.
In addition, various systems are in place to support selfdevelopment and mutual interaction and activation among
employees.
We strive to thoroughly manage working hours and reduce long
working hours, while at the same time we provide medical checkups and guidance on lifestyle-related diseases, and have a mental
health consultation service.
We believe that promoting the physical and mental healthmanagement of our employees will in turn improve productivity andincrease our corporate value.
Although we do not yet have any female directors, we see theappointment of female directors as an issue that we should
continue to work on.

19

IV. Matters relating to internal control systems, etc.
1. Basic policy on internal control system and its development
1. Systems to ensure that the execution of duties by directors and employees complies
with laws and regulations and the Articles of Incorporation
・Directors and employees shall strive to engage in legitimate and fair business activities
that meet the needs of society in accordance with the Directors' Regulations and the
Employees' Employment Regulations.
・In order to ensure compliance with laws, regulations and internal rules in our businessactivities, we have established compliance regulations and appointed a complianceofficer.
・We will identify the laws and regulations that apply to our business, establish a basis
for compliance with legal requirements, and provide education and awareness from time
to time.
・The Internal Audit Department, which reports directly to the Audit Committee, shallaudit compliance and report to the Board of Directors and the Audit Committee.
・The Company has introduced an internal reporting system to prevent violations oflaws, regulations, the Articles of Incorporation and internal rules, and in the event of aviolation, the Company will promptly ascertain information and take action.
・The Company shall resolutely exclude and block antisocial forces and groups, and theGeneral Affairs Department shall deal with them in close cooperation with the police andother external specialized agencies.
2．System for the storage and management of information relating to the execution ofduties by directors
・In accordance with laws, regulations, the Articles of Incorporation, and internal rules,
the Company shall preserve and manage information related to decision-making at theBoard of Directors, the Executive Committee, and other important meetings, information
related to important decisions made by the President and Representative Director,
executive officers, and other persons, and information related to finance, otheradministrative operations, risk, and compliance. The information shall be stored andmanaged in accordance with laws, regulations, the Articles of Incorporation and internal
rules.
3. Regulations and other systems for managing the risk of loss
In accordance with the Risk Management Rules, the Company aims to minimize losses
by preventing the occurrence of risks and responding appropriately to any risks that may
arise.
4. System to ensure the efficient execution of duties by directors
・In order to achieve swift and highly efficient corporate management, an executive
officer system will be introduced to clarify the roles of directors (excluding directors who
are members of the Audit Committee) and executive officers. The roles of directors(excluding directors who are members of the Audit Committee) and executive officers will
be clarified.
・The Board of Directors, which meets once a month in principle, makes decisions onimportant management matters in accordance with relevant laws and regulations, theprinciples of business judgment, and the duty of care of a good manager, and regularly
reports on the status of the execution of duties.
・The responsibilities and authorities for the execution of business are set out in theRules on Division of Duties and Organization Rules.
・Important business operations are deliberated on by the Management Committee,
which consists of directors and executive officers, in order to conduct a multifaceted
review.
・Matters relating to the operation of the Board of Directors are set out in theRegulations of the Board of Directors, and basic matters relating to directors are set out
in the Regulations of the Directors.
5. The following systems and other systems to ensure the appropriateness of business
operations of the corporate group consisting of the Company and its subsidiaries
20

(hereinafter referred to as the "Group")a． A system for reporting to the Company on matters relating to the performance of
duties by directors, executive officers, employees who execute business, persons who
are required to perform duties under Article 598, Paragraph 1 of the Companies Act, andother persons equivalent to these persons (referred to as "directors, etc." in C and D) of
subsidiaries. Systems for reporting to the Company on matters relating to the executionof duties by directors, executive officers, employees, persons who are to perform duties
under Article 598, Paragraph 1 of the Companies Act, and other persons equivalent
thereto (referred to as "directors, etc." in (c) and (d))
・The Company requires its subsidiaries to submit to the Company monthly financial
statements, quarterly financial statements, and other relevant materials as necessary, inorder to obtain an accurate understanding of the management of the subsidiaries, inaccordance with the Company's Regulations for the Management of AffiliatedCompanies.
・The Company shall require subsidiaries to report to the Company their operating
results, financial condition, and other important information at the quarterly meetings ofthe Board of Directors, which are attended by the Company's directors.
b． Rules and other systems for managing the risk of loss in subsidiaries
・In accordance with the Company's risk management regulations, the Company
requires its subsidiaries to prevent the occurrence of risks and to take appropriate
measures to deal with any risks that may arise, in order to minimize the Company's
losses.
・The Company requires its subsidiaries to establish a system whereby any violation oflaws and regulations, or any other fact that may cause significant damage to our group,
is immediately reported to the department in charge of managing the subsidiary as soon
as it is discovered.
c. System to ensure the efficient execution of duties by directors, etc. of subsidiaries
System to ensure that the execution of duties by directors, etc. of subsidiaries is carriedout efficiently
・The Company shall respect the autonomy and independence of the management of its
subsidiaries, and shall require its subsidiaries to formulate basic policies and rules
necessary for the execution of their business operations in order to contribute to theproper and efficient management of its subsidiaries.
・The Company shall require its subsidiaries to make decisions on importantmanagement matters at the quarterly meetings of the Board of Directors attended by theCompany's directors in accordance with relevant laws and regulations, principles ofbusiness judgment, and the duty of care of a good manager, and to report regularly on
the status of execution of duties and other matters.
d. System to ensure that the execution of duties by directors and employees ofsubsidiaries complies with laws and regulations and the Articles of Incorporation
・The Company requires its subsidiaries to establish a system whereby its directors, etc.
and employees strive to conduct legitimate and fair business activities that meet theneeds of society in accordance with the basic policies established by the subsidiaries.
・The Company shall require its subsidiaries to be assessed by a member of the Audit
Committee selected by the Audit Committee of the Company and the department incharge of internal audit in order to confirm the status of compliance and the development
and operation of internal control systems.
・The Company requires its subsidiaries to introduce and use an internal reporting
system for the early detection and correction of legal violations and other complianceissues.
6. Matters concerning employees who are to assist the Audit Committee in its duties
・Employees of the Internal Audit Department shall assist the Audit Committee in its
duties (hereinafter referred to as "Audit Assistants"). Employees of the Internal Audit
Department assist the Audit Committee in its duties (hereinafter referred to as "Audit
Support Staff").
21

7. Independence of audit support staff from directors (excluding directors who aremembers of the audit committee)
・Audit assistants are subject to the direction and orders of the Audit Committee andAudit Committee members selected by the Audit Committee.
・The prior consent of the Audit Committee is required for decisions on matters relating
to the appointment of audit support staff.
8. Matters relating to ensuring the effectiveness of instructions given by the Audit
Committee to employees who assist the Audit Committee in its duties
・Directors (excluding directors who are members of the Audit and Supervisory
Committee) and employees shall cooperate in the development of the audit environment
so that the work of the audit support staff, who are to assist the Audit and Supervisory
Committee, can be carried out smoothly. Directors (excluding Directors who aremembers of the Audit Committee) and employees shall cooperate in the development of
the audit environment so that the work of the audit support staff who are to assist the
Audit Committee in its duties can be carried out smoothly.
9. The following systems and other systems for reporting to the Audit and Supervisory
Committee of the Company
a. System for reporting to the Audit Committee by the Company's directors (excluding
directors who are members of the Audit Committee) and employees b. Systems forreporting by the Company's directors (excluding directors who are members of the Audit
Committee) and employees to the Audit Committee of the Company
・Directors (excluding Directors who are members of the Audit Committee) andemployees shall immediately report to the Audit Committee any fact that may causesignificant damage to the Company. Directors (excluding Directors who are Audit &Supervisory Board Members) and employees shall immediately report to the Audit &Supervisory Board any facts that may cause significant damage to the Company.
・The Audit Committee members selected by the Audit Committee shall attend meetingsof the Board of Directors and other important meetings in order to gain an understandingof the important decision-making process and the status of business execution.
・The Audit and Supervisory Committee members selected by the Audit and Supervisory
Committee may inspect major approval documents and other important documents
related to the execution of business, and may request explanations from directors(excluding directors who are Audit and Supervisory Committee members) or employees
as necessary. The Audit and Supervisory Committee members selected by the Audit andSupervisory Committee may inspect major approval documents and other important
documents concerning the execution of business, and may request explanations thereof
from directors (excluding directors who are Audit and Supervisory Committee members)
or employees as necessary.
b. The Company's subsidiaries’ Directors, corporate auditors, executive officers,
employees who execute the business of the Company's subsidiaries, persons who are
required to perform duties under Article 598(1) of the Companies Act, and other persons
equivalent to these persons.
(referred to as "Directors, etc." in this item) (in this item, "Directors, etc.") and employees,
or persons who receive reports from these persons, to the Audit Committee of theCompany.
・Directors, etc. and employees of subsidiaries shall promptly and appropriately report to
the Audit Committee of the Company on matters related to the execution of business
when requested to do so by the Audit Committee members selected by the Audit
Committee.
・Directors, etc. and employees of subsidiaries shall immediately report to thedepartment in charge of managing subsidiaries as soon as they discover any violation oflaws and regulations, etc., or any other facts that may cause significant damage to ourgroup, and the department in charge shall report to the Audit Committee.
・The department in charge of the management of the Company's subsidiaries and thedepartment in charge of internal audit regularly report to the Audit Committee of theCompany on the current status of internal control audit, compliance, risk management,22

etc. in the subsidiaries.
10. System to ensure that those who report to the Audit Committee of the Company are
not subjected to disadvantageous treatment by reason of such reporting
・The Company shall clearly stipulate in its Internal Reporting System Operation Rules
that it shall prohibit any disadvantageous treatment of directors, corporate auditors andemployees of our group who have reported to the Audit Committee of the Company on
the grounds that they have made such a report.
11. Matters relating to the policy regarding the prepayment of expenses incurred in theexecution of duties by members of the Audit Committee of the Company
・When a member of the Audit & Supervisory Board of the Company makes a request to
the Company for advance payment of expenses in connection with the performance of
his/her duties, the Company shall promptly dispose of such expenses or debts after
deliberation by the department in charge of accounting, unless it is proved that theexpenses or debts relating to such request are not necessary for the performance of theduties of the Audit & Supervisory Board member.
12. Other systems to ensure that the audits of the Audit Committee of the Company are
conducted effectively
・Regular exchange of opinions between the Representative Director and the Audit andSupervisory Committee shall be held.
・In addition to holding liaison meetings between the Audit Committee, the accounting
auditor and the department in charge of internal audit at the request of the Audit
Committee, the Company shall establish a system to ensure that the Audit Committee's
audits are conducted effectively by ensuring the attendance of Audit Committee
members at various meetings.
2. Basic approach to the elimination of antisocial forces and the status of its development
1. Basic approach towards antisocial forces
・The Company shall not provide any benefits to antisocial forces, nor shall it beinvolved with antisocial forces in any way.
・The Company's employees (all those who work for the Company) must be committed
to social justice, and to winning the trust of customers, the market and society, they must
not tolerate unjustified intervention by anti-social forces, and must show theirdetermination to eliminate them.
2. System for the elimination of antisocial forces
・In order to cope with antisocial forces, the Company will describe such forces in the
Compliance Rules and the Rules for Dealing with Antisocial Forces, and under thesupervision of the officer in charge of compliance, the entire company will work together
to ensure that all employees are aware of and thoroughly understand how to deal withsuch forces.
・Organizationally, the director in charge of compliance, the head of the division in
charge of general affairs, the head of the division in charge of legal affairs, and the legal
counsel will take the lead in seeking guidance from external organizations such as thepolice to deal with the situation.
V.1. Others
1. Introduction of anti-takeover measures
Introduction of takeover defense measures None
Supplementary information on relevant items━.

23

2. Other matters related to corporate governance systems, etc.
“A schematic diagram of the corporate governance system" and "An outline of the timely
disclosure system".

General Shareholders Meeting
Appointment/Dismissal

Appointment/Dismissal

Appointment/Dismissal

ReportNomination andCompensation Committee

OpinionConsulting

Board Meeting

Cooperation

Audit Committee

Directors（Excluding members of theaudit and other committees）

Audit

Directors who are membersof Audit Committee

Re
Reportport

ReportReportCEO

Accounting

Co-operation

Selection/Dismissal/SupervisionInternal Audit Dept.

AuditorCooperation

Instruction

Cooperation

ReportInternal Control
Committee

ReportInstruction

Accounting
Audit

Audit

Business Divisions/Affiliated Companies

Yoshimi Kimura

Representative Director, Senior
Management Officer

Yonatan Domnitz

Director

Yakov Zlicha

Director

Akira Iwata

Director

Yaniv Valdy

Director

Yasushi Muto

Director, Audit Committee Member

Tomoyuki Shinkai

Director, Audit Committee Member

Takashi Matsui

Director, Audit Committee Member

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24

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HR

Marketing

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M&A

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Business (IT)GlobalLegal affairs/
Risk Management○

Business(Global DI)

Representative Director, CEOBusiness(Entertainment)

Ryusuke Utsumi

Financial andAccounting

PositionsAnd
Responsibilities

Name

Corporate
Management

Skills

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