CORPORATE GOVERNANCESWCC Corporation
Last Update: December 26, 2023

SWCC Corporation
Takayo Hasegawa, President and Representative Director
Contact: Legal Group, Business Administration Department, Corporate Strategy Division (TEL: +81-44-223-0521)
Stock code: 5805
https://www.swcc.co.jp/

The state of corporate governance of SWCC SHOWA HOLDINGS CO., LTD. (“the Company”) is described below.

I. Fundamental Views on Corporate Governance, Capital Structure, Corporate Attributes, and Other Key
Information
1. Fundamental Views
Based on the SWCC Group’s Purpose “Innovating new ideas today. Becoming the norms of tomorrow,” our basic policy forcorporate governance is to conduct activities with the recognition that speeding up and streamlining management as well as
enhancing relevant monitoring functions are universal challenges for all companies based on our management philosophy, inwhich the keyword is “trust.”
The Company is committed to actively developing a system required to ensure appropriate operations of the Group while fulfillingits corporate social responsibility (CSR).

[Reasons for Non-compliance with Principles of Japan’s Corporate Governance Code]
The Company implements each principle of Japan’s Corporate Governance Code.

[Disclosure Based on Principles of Japan’s Corporate Governance Code] Updated[Principle 1.4: Cross-Shareholdings]
The Company’s basic policy is not to hold shares as cross-shareholdings in principle, and if we must continue to hold shares, wewill strictly verify the rationale behind such holdings. Moreover, any decision on the exercise of voting rights related to suchcross-shareholdings will be made comprehensively in light of their contribution to the enhancement of the corporate value of the
SWCC Group.
Under this basic policy, the Company’s immediate goal is to reduce the ratio of shares held as cross-shareholdings to consolidated
net assets to less than 10% of the amount recorded on the balance sheet at the end of the fiscal year.
[Principle 1.7: Related Party Transactions]
The Company requires any competitive transactions or transactions that may cause conflicts of interests involving directors or
corporations which are substantially controlled by directors to be deliberated and approved in advance by the Board of Directors
and then to be reported on afterwards. In addition, officers of the Company and its subsidiaries are asked by the division in charge
to submit a survey form on related party transactions on a regular basis each year.
In addition, the Company requires transactions with major shareholders to be deliberated and approved individually at the GroupManagement Council and Board of Directors, taking their materiality and profitability into consideration.
[Supplementary Principle 2.4-(1): Ensuring diversity at the Company, including the Empowerment of Women]
The Company aims to be an organization that flexibly accepts and capitalizes on diverse personalities of employees such as
different attributes and working conditions and recruits diverse human resources with different backgrounds.
1. Women
In line with the basic principles of the Basic Act for Gender Equal Society and the Act on the Promotion of Female Participation
and Career Advancement in the Workplace, we launched the Female Empowerment Project SWCCarat in April 2021. Directly
under the control of the President, the purpose of the project is to drive initiatives to ensure that female employees can fully
demonstrate their individuality and capabilities, and participate even more actively in the workplace. The Company is promoting
female participation and career advancement in the workplace by setting fiscal 2026 female empowerment targets as shown below.
The Company also announced its support for the aspirational target for 30% of executives to be women by 2030 set by the
Keidanren (Japan Business Federation) in August 2021.
[Targets for the advancement of women]- Ratio in management positions
8% by FY2026 (approx. two times the FY2020 level)- Ratio in section leader level and higher positions 10% by FY2026 (approx. seven times the FY2020 level)
As specific initiatives, the Company is implementing various measures including seminars on career mapping by the President
and the introduction of training depending on age.
[Results versus targets (FY2022)]- Ratio in management positions
6%- Ratio in section leader level and higher positions 2.8%
* The above ratios are calculated based on the Company and SWCC SHOWA CABLE SYSTEMS CO., LTD., which is a
consolidated subsidiary of the Company, as of March 31. On April 1, 2023, the Company merged with Showa Cable Systems
Co., Ltd. through the absorption-type merger and changed its trade name to SWCC Corporation.
Other initiatives for the advancement of women in the Company are disclosed in the Company’s Integrated Report.
https://www.swcc.co.jp/eng/company/ir_documents/esg.html
Furthermore, from April 2023, we have added male employees to the Female Empowerment Project to develop it into the Diversity
Promotion Project, which will encourage the use of childcare leave and other leaves not limited to women and initiatives to provide

awareness of unconscious bias.
2. Foreign nationals and midcareer hires
The Company promotes the appointment of diverse human resources based on the view outlined above, and actively implements
initiatives such as the appointment of foreign nationals and midcareer hires to management positions and as core human resources.
The Company’s basic policy is to conduct personnel evaluations based on ability and results, regardless of nationality or otherattributes, and since the Company attaches importance to personnel strategies that are consistent with business strategies andbusiness expansion, no measurable targets for foreign nationals and mid-career hires have been set. Current results are as shown
below.
[Foreign nationals]- Ratio in management positions
1.7%- Ratio of employees in key positions
6.3%[Mid-career hires]- Ratio in management positions
39.5%- Ratio of employees in key positions
25.0%
3. Human resource development policies to ensure diversity
Based on the idea that the power of employees is the power of the company, the Company operates education and training
programs with the aim of developing talent that can respond flexibly and solve problems, and above all is trusted by stakeholders,in this age of VUCA (Volatility, Uncertainty, Complexity, Ambiguity).
The concept of diversity—to utilize people with a diverse range of values and backgrounds—is important in the age of VUCA.
The Company believes that gathering diverse people in an organization and fostering a culture where people accept diverse values
enables the organization to respond to Volatility, Uncertainty, Complexity, and Ambiguity and easily bring about change. Therefore,
the Company holds training programs by a cross-functional team with members from across the Group.
Details of the Company’s human resource development are disclosed on the Company’s Integrated Report.
https://www.swcc.co.jp/eng/company/ir_documents/esg.html
4. Policy on the development of internal environment to ensure diversity
The Company has developed an internal environment to ensure diversity based on the views outlined above.
More specifically, the Company operates the systems shown below.
(1) Performance-based human resource system
The Company has adopted a human resource system that evaluates employees with certain qualification-based gradings
according to their role and competence.
(2) Area-specific career-track position system
By expanding opportunities to apply for jobs within the Company and creating a new type of career-track position, the Company
has established a system for career track positions limited to specific geographic areas to encourage the promotion of ambitious
human resources from technical positions and administrative positions to career track positions.
(3) In-house recruitment system
The in-house recruitment system seeks to increase employee motivation through voluntary application for internal projects, etc.,
thereby accelerating employees’ career development and providing them with opportunities to demonstrate their skills.
[Principle 2.6: Roles of Corporate Pension Funds as Asset Owners]
The Company has developed a basic policy concerning pension asset management, for the stable payment of future pension
benefits, and entrusts pension asset management to multiple management institutions. The Company has also established a Pension
Committee, which consists of the officer in charge of Business Management, the officer in charge of Human Resources andGeneral Affairs, the persons in charge of the Business Management, the Human Resources and General Affairs and the Finance
Departments, and trade union leaders as representatives of the beneficiaries, and which is responsible for properly managing andadministering pension assets and monitoring management status on a regular basis. In addition, the Company focuses on
systematically appointing and allocating appropriate human resources to take charge of management including hiring humanresources who have worked for many years at financial institutions.
[Principle 3.1: Full Disclosure]
1. The Company’s purpose, management philosophy, management strategies and medium-term business plan are disclosed on its
website.
https://www.swcc.co.jp/jpn/company/idea.html
https://www.swcc.co.jp/jpn/company/policy/index.html
https://www.swcc.co.jp/jpn/ir/policy/plan.html
2. The Company’s fundamental views on corporate governance are as stated in “1. Fundamental Views” under “Fundamental
Views on Corporate Governance, Capital Structure, Corporate Attributes, and Other Key Information” above. The Company’s
basic policy is to continuously strive to realize effective corporate governance in accordance with the Fundamental Views on
Corporate Governance and the aims of each of the principles of the Corporate Governance Code.
3. The Company has established a policy for determining details of compensation, etc. of individual directors (excluding directors
who are Audit and Supervisory Committee members). An outline is provided below.
(1) Composition of Compensation
Remuneration for directors (excluding directors who are Audit and Supervisory Committee members) comprises three types of
fixed remuneration, annual performance-linked remuneration as short-term incentive remuneration, which is variable
remuneration, and restricted share-based remuneration as long-term incentive remuneration for the purpose of providing an
incentive to sustainably increase the Company’s corporate value and to achieve further value sharing between directors andshareholders for as long as possible. By encouraging a management commitment from both short- and long-term perspectives,

the remuneration structure is designed to appropriately reward performance. In addition, only fixed remuneration, not including
incentive remuneration, is provided to directors who are Audit and Supervisory Committee members, as they are responsible
for management supervision and are not in a position to execute business.
Of these, the monetary amount of the annual performance-linked remuneration, which is short-term incentive remuneration, isdetermined based on the achievement of the Company performance indicators according to the degree of achievement ofoperating income and ROIC performance forecasts announced at the beginning of the relevant fiscal year and ESG-related
indicators, specifically the rate of internal adoption of renewable energy, greenhouse gas (CO2) emissions, and the frequency
rate of lost-time injuries. The remuneration indicators, formula, and annual performance-linked system are as follows.
(a) Indicators:
1) The Company performance indicators
Payment will be made based on the operating income achievement rate (A) and the ROIC achievement rate (B). Details are
as follows.
- Operating income achievement ratio (A) = (current operating income outlook ÷ current operating income target) x 100%
- ROIC achievement ratio (B) = (current ROIC outlook ÷ current ROIC target) x 100%
2) ESG related Indicators
Payment will be made based on the number of items achieved among the in-house introduction rate of renewable energy (C),greenhouse gas (CO2) emissions (D) and the frequency rate of lost-time injuries (E).
(b) Formula
Amount of annual performance-linked remuneration = Amount of fixed remuneration x (Achievement rate of annual targets in
the Company performance (A x 50% + B x 50%) + Achievement rate of annual targets in the ESG-related indicators (the numberof items achieved among C, D and E))(c) Achievement rate of annual targets (percentage and system)[Annual target indicators][Percentage][Payment rate]

The Company performance- Operating profit

15%

0 to 150%

The Company performance- ROIC15%

0 to 150%

ESG-related indicators- In-house introduction rate of renewable energy- Greenhouse gas emissions- Frequency rate of lost-time injuries

5%0 to 110%(2) Percentage Breakdown of Remuneration
The percentage of fixed remuneration, performance-linked remuneration, and remuneration to grant restricted shares that makeup total remuneration are reevaluated by the Nomination and Compensation Committee each time. Furthermore, the total amountof remuneration for directors (excluding directors who are Audit and Supervisory Committee members) shall not exceed ¥300
million per year.
Regarding remuneration for fiscal 2023, 35% of the fixed remuneration will be paid as performance-linked remuneration(assuming that the payment rate of the Company performance and ESG-related indicators, which are indicators for annual
performance-linked remuneration, is 100%) and an amount equivalent to 17.5% of the fixed remuneration will be paid asremuneration to grant restricted shares (long-term incentive remuneration).
(3) Payment Schedule
Monetary remuneration combining fixed and performance-linked remunerations for fiscal 2023 shall be paid in equal amounts
each month starting the first month of fiscal 2023.
Remuneration to grant restricted shares shall be paid by the month following the 127th Ordinary General Meeting of
Shareholders, under the condition that the director has been appointed or reappointed at said meeting.
Monetary remuneration related to fixed remuneration for fiscal 2024 shall be paid in equal amounts each month starting fromthe first month of fiscal 2024, and monetary remuneration related to performance-linked remuneration, which is consideration
for business execution in fiscal 2023, shall be paid at the end of June 2024, when the 128th Ordinary General Meeting of
Shareholders will be held. Remuneration to grant restricted shares shall be paid by the month following the 128th Ordinary
General Meeting of Shareholders, subject to election or reappointment at said meeting.
4. Policies and procedures by which the Board of Directors appoints and dismisses executive management and nominates director
candidates are as shown below.
The Company’s Board of Directors has established “Criteria for Nominating Director and Corporate Officer Candidates” and“Independence Criteria for Outside Officers” as well as “Criteria for Dismissing Directors and Corporate Officers,” to enhance
objectivity and transparency in relation to the election and dismissal of directors and other officers.
(1) Criteria for Nominating Director and Corporate Officer Candidates
As director and executive officer candidates, the Company selects, by resolution of the Board of Directors, individuals who
exhibit excellent character and insight and can supervise and manage the company, regardless of gender, nationality or otherindividual characteristics, in accordance with its Fundamental Views on Corporate Governance. The term of office of directors(excluding directors who are Audit and Supervisory Committee members) and executive officers in one year.
[Directors]
a. Director candidates shall be individuals who have the career history, competence, leadership skills, medium-to-long-term
perspective and high ethical standards required of someone involved in management decision-making and supervising businessexecution.

b. Director candidates shall be individuals who respect and implement the Company’s corporate philosophy, have integrity thatwill earn them the trust of business partners, shareholders, local communities and employees, comply with laws and regulations,
corporate action guidelines and internal and external ethics and norms, and have the insight and fairness required of a director.
c. Independent outside director candidates shall be individuals who, in addition to the foregoing, can be judged as independent
based on the “Independence Criteria for Outside Officers” established by the Company.
[Executive Officers]
a. Executive officer candidates shall be individuals who are capable of actually proposing and executing management strategies,
plans, etc. for sustainably improving the Company’s corporate value based on the Company’s operating environment andcontributing to enhancement of corporate value in the medium and long term, and who are capable of constantly verifying
progress and maintaining efforts for improvement.
b. Executive officer candidates shall be individuals who adapt to market changes, adopt a principled approach and by natureobserve laws and regulations, develop and implement compliance, internal controls and risk and crisis management, and who
have the qualities employees can aspire to emulate.
c. Executive officer candidates shall be individuals who discuss freely and easily, express constructive opinions, and makesuggestions at meetings of the Management Council, etc., who have a comprehensive understanding of the management
resources of the group as a whole, and who by nature develop coherent strategies and systems etc.
d. Executive officer candidates shall also be individuals who have the qualities required of executive officers in charge of
executing the business of the entire group.
(2) Independence Criteria for Outside Officers
Outside officers and outside officer candidates are deemed to be independent if, following investigation by the Company as far
as is reasonably practicable, they are deemed not to fall under any of the following categories.
a. An executive*1 of the Company or its subsidiary (hereinafter collectively referred to as the “Group”) or a person who was an
executive of the Group in the past 10 years;b. An entity for whom the Group is a major trading partner *2 or an executive thereof;c. An entity which is a major trading partner *3 for the Group or an executive thereof;
d. A major shareholder which owns, directly or indirectly, 10% or more of all voting rights of the Company or an executive
thereof;e. A person who belongs to an audit corporation that serves as the Group’s accounting auditor;
f. An attorney, certified public accountant, tax accountant, or other consultant who has received significant amounts*4 ofmonetary consideration or other property benefits from the Group, excluding officer remuneration;
g. A person who belongs to a law firm, audit corporation, tax accountant corporation, consulting firm or other corporation, or
an association or other group that has received significant amounts of monetary consideration or other property benefits fromthe Group, or a person who has received significant amounts of donations or assistance from the Group, or a director or otherexecutive of a corporation or an association or other group which has received significant amounts of donations or assistancefrom the Group;h. A person who falls under any of b. to g. in the past 3 years;
i. A close relative*5 of a person who falls under any of b. to g.
*1 The term “executive” means an executive director, an executive, an executive officer, or any other employee in a senior
management position.
*2 The term “major trading partner” means a partner who conducted transactions with the Group in the most recent businessyear in an amount exceeding 2% of the consolidated sales of such entity, or a financial institution whose loan amount to Groupexceeds 2% of the Group’s consolidated total assets as of the end of the most recent fiscal year.
*3 The term “entity which is a major trading partner” means a partner who conducted transactions with the Group in the mostrecent business year in an amount exceeding 2% of the consolidated sales of the Group.
*4 The term “significant amounts” means the following amounts annually on average in the past three years: for individuals, 10
million yen or more; and for corporations or other groups, more than 2% of their consolidated sales or total revenues.
*5. The term “close relative” means a spouse or a relative within the second degree of kinship.
(3) Criteria for Dismissing Directors and Corporate Officers
If a director or executive officer of the Company is judged to potentially fall under any of the following items, the Board of
Directors shall make a decision on dismissal based on deliberation and verification by the Nomination and Compensation
Committee.
a. Committing any act that is offensive to public order and morals (including being deemed to be involved in a sociallycondemnable relationship with Anti Social Forces);b. Violating laws or regulations or the Articles of Incorporation or other rules of the Group and causing the Group heavy losses
or disrupting its business;c. Not being deemed to have the qualities specified in the “Criteria for Nominating Director and Corporate Officer Candidates;”d. Causing a significant slump in the Group’s business results (applies to Representative Director, President and Group CEO
only);
e. Causing a significant slump or business slowdown in the business or domain of which he or she is in charge (applies to
executive officers only);
f. Having serious difficulty performing duties due to health or other reasons;
5. The Company’s policy is to disclose reasons for the election of all director candidates (and reasons for dismissal in the case of
dismissal) individually in the convocation notice for the General Meeting of Shareholders.
The convocation notice for the General Meeting of Shareholders is disclosed on the Company’s website.
https://www.swcc.co.jp/jpn/ir/stock/meeting.html

[Supplementary Principle 3.1-(3): Full Disclosure]
1. Sustainability Initiatives(1) Organizational Structure to Address Sustainability Issues
The Company strengthened the sustainability framework to promote corporate operations that are environmentally, socially andeconomically sustainable, establishing the Sustainability Committee in July 2022.
The Sustainability Committee is responsible for drawing up the Group’s Sustainability Basic Policy, identifying materiality(material issues), promoting sustainability strategies based on risks and opportunities, and making reports and recommendations
to the Board of Directors on sustainability issues and actions to address them, and it meets at least once every half, in principle.
In addition, the Sustainability Promotion Office, established in April 2022, was reorganized into the Sustainability Promotion
Department in April 2023 to increase the number of personnel and review the structure.
(2) Material Issues
In August 2022, the Company identified the social issues that would have a significant impact both on the Company and its
stakeholders, specified the priority issues, grouped social issues with high priority into five materiality themes (“Technology,”“Environment,” “Community,” “People,” and “Governance”) by similar fields, and formulated concrete plans of action,
indicators and KPIs on each theme. Material issues will continue to be reviewed on a regular basis, to coincide with theformulation of the Medium-Term Management Plan, for example.
Details of the Company’s sustainability initiatives are disclosed on the Company’s website.
https://www.swcc.co.jp/jpn/sustainability/index.html(Five material issues of the SWCC Group)[Category] Theme

Course of action[Technology]
Creating Our future

Spread sustainable clean energy through superior technology and innovation[Environment]
Being friendly to
Our earth

Reduce greenhouse gases through relentless efforts and responses
Promote the recycling of all resources with the collective strength of the Group
Use limited water resources effectively[Community]
Our partnership towork together

Value connections and develop alongside local communities[People]Helping Our people
shine

Promote the utilization of diverse human resources (Diversity & Inclusion)
Human resources development for the future
Improve engagement (create rewarding work and workplaces)[Governance]
Our Governancefor better company

Monitor corporate management

Create resilient infrastructure for the future society

Cooperate with the value chain in the spirit of empathy, coexistence and co-prosperity

Provide good-quality and safe products and services

2. Information on investment in human capital and intellectual property, etc.
(1) Human capital
For one of the material issues, the Company adopted “Develop human resources for the future” as an action policy based on thetheme of “Our people.” In accordance with this policy, the Company will strive for even greater investment in human capital.
Specific initiatives include a performance-based personnel system, job-based employment, promotion of female advancement,
improvement of the employment environment by extending the retirement age, promotion of health and productivity
management, introduction of a mentoring system for new employees, and investments in human resource development. Throughthese initiatives, we are fostering a corporate culture full of change and challenge, in which all employees respond flexibly tochanges in the business environment and come up with various ideas to address social issues, while promoting the creation of aframework in which employee growth leads to the growth of the Group.
Details about initiatives related to human capital are disclosed in the Integrated Report.
https://www.swcc.co.jp/eng/company/ir_documents/esg.html(2) Intellectual property
With the materiality “Our future” as the theme, the Company adopted “Promote the widespread use of sustainable, clean energy
through outstanding technology and innovation” and “Build resilient infrastructure for future society” as action policies and will
focus on investment in intellectual property in line with these policies.
In specific initiatives, the Company is engaged in IP landscape activities, building on the core technology accumulated by the
SWCC Group to create new businesses based on IP information and market information, in order to develop high added value
products and solutions unbound by existing frameworks and customs. Furthermore, the Company will concentrate its IP power
on selected priority businesses in its business portfolio and will work to achieve an FY2026 target for the number of patentapplications relating to SDG 7 and SDG 11 of at least 100.
Details of initiatives related to intellectual property are disclosed in the Integrated Report.
https://www.swcc.co.jp/eng/company/ir_documents/esg.html
3. Response to the TCFD Recommendations
On May 25, 2022, the Company expressed its support for the recommendations by the Task Force on Climate-related Financial
Disclosures (TCFD), which was created by the Financial Stability Board (FSB). Based on the recognition that management must
address the important issues of identifying and addressing climate-related risks and opportunities, the Company discloses
information related to its governance, strategy, risk management, and metrics and targets around climate-related risks andopportunities in line with the TCFD recommendations.
Details of the Company’s support for the TCFD recommendations and initiatives to address climate change are disclosed on theCompany’s website.
https://www.swcc.co.jp/jpn/sustainability/esg/environment/tcfd.html
https://www.swcc.co.jp/jpn/news/detail/2022/news_4023.html[Supplementary Principle 4.1-(1) Roles and Responsibilities of the Board]
The Company has established a Group Management Council as a body for deliberating matters regarding the management of theGroup, in addition to the Board of Directors. The Board of Directors deliberates on and determines matters specified by laws andregulations and the Articles of Incorporation and matters set out in the Board of Directors’ Regulations as important mattersregarding the management of the Company and the Group, while the Group Management Council deliberates on and determines
matters specified in the SWCC Group Business Management Regulations as matters regarding the management of the Group.
The responsibilities of each director and matters regarding the delegation of authority for business execution are determined by
the Board of Directors, upon election, in principle, in accordance with laws and regulations and the Company’s Official Authority
Regulations. The Company has also put in place a system under which meetings of the Group Management Council are attended
by the chiefs of each business segment in addition to the Company’s directors and matters deliberated at meetings of the GroupManagement Council are properly reflected in the business execution of each business segment through executive officers.
Furthermore, the Company’s Nomination and Compensation Committee has played a central role in formulating the SWCC Next
Generation Business Leader Succession Plan for the purpose of ensuring the Group’s sustainable growth and maintaining andbuilding a resilient management structure from a medium-to-long term perspective and, based on this succession plan, theCompany identifies next-generation business leaders and delivers seminars for selected employees as part of efforts to develop
successors.
[Principle 4.9: Independence Criteria for Outside Officers]
When selecting candidates for independent outside directors, the Company makes decisions based on the independence standards
specified by Tokyo Stock Exchange Inc. and the Company’s Independence Criteria for Outside Officers.
[Supplementary Principle 4.10-(1) Use of Optional Systems]
1. Nomination and Compensation Committee established
The Company has established the Nomination and Compensation Committee as advisory bodies to the Board of Directors. The
Company established these committees for the purpose of increasing the objectivity and transparency of the process fordetermining the personal affairs and remuneration of directors and further enhancing and strengthening corporate governance byproperly ensuring that outside directors have the opportunity to be involved in the process and offer advice,
2. Authority and Roles, etc. of the Nomination and Compensation Committee
Nomination and Compensation Committee mainly deliberates and reports on the matters shown below upon request from theBoard of Directors.
- Matters regarding the election and dismissal of directors (matters to be resolved by a General Meeting of Shareholders)- Matters regarding the election and dismissal of representative directors and directors with specific titles- Matters regarding the election and dismissal of executive management (includes executive officers and directors ofsubsidiaries; the same applies hereinafter)- Basic policies and procedures, etc. regarding the election and dismissal of directors and executive management- Basic policies and procedures, etc. regarding the election and dismissal of representative directors and directors with specifictitles- Matters regarding succession planning- Matters regarding the structure of remuneration for directors and executive management and remuneration system policies,etc.
- Matters regarding the maximum amount of remuneration for directors (matters to be resolved by the General Meeting of
Shareholders)- Matters regarding the remuneration of directors and executive management- Other important management matters as deemed necessary by the Board of Directors
3. Independence of the Nomination and Compensation Committee
In accordance with the Nomination and Compensation Committee Regulations, the Nomination and Compensation Committee
shall consist of three or more directors selected by resolution of the Board of Directors, a majority of whom shall be independent
outside directors. In order to strengthen corporate governance, the Committee consists of four directors (including four
independent outside directors and chaired by an independent outside director) as of the date of submission of this report.
The Company judges the committee to be independent, given that the majority of its members are independent outside directors
as explained above.
[Supplementary Principle 4-11-(1): Preconditions for Ensuring Effectiveness of the Board of Directors and the Audit andSupervisory Committee]
1. Policy for electing directors
As director candidates, the Company shall select, by resolution of the Board of Directors, individuals who exhibit excellent
character and insight and can supervise and manage the company, regardless of gender, nationality or other individual
characteristics, in accordance with its Fundamental Views on Corporate Governance.
2. Size of the Board of Directors
The Company determines the number of directors based on consideration of the balance of knowledge, experience and abilitiesof the Board of Directors as a whole, diversity, and the scale of the Group’s business. The Company elects two directors (excluding
directors who are Audit and Supervisory Committee members) and five directors who are Audit and Supervisory Committee
members, on this basis that this is the appropriate number of directors. Four of the members of the board are independent outside
directors capable of advising on and supervising the Company’s management from an independent perspective. The independent
outside directors have business management experience at other companies.

3. Procedure for electing directors
The Company’s policy on the election of Directors is that the Nomination and Compensation Committee shall hold deliberations
and the Board of Directors shall respect the report of the Nomination and Compensation Committee when making final decisions,in order to enhance the objectivity and transparency of the process.
4. Combination of skills and other qualities possessed by directors
The Company’s policy is that the members of the Board of Directors should have excellent character and insight and be capableof supervising and executing the Company’s management, and that they should be from diverse backgrounds so that they cover awide range of knowledge and expertise that the Company deems important.
Based on this policy, in addition to experience in corporate management, we consider knowledge and expertise in sustainability
essential to further promote efforts to solve social issues, and appoint persons with a wealth of knowledge, expertise, andexperience in the areas of sales, international business, accounting and finance, and technology in a balanced manner. We willcontinue to review the skills required for the Board of Directors in response to changes in management policies and strategies.
(Directors’ skill matrix)(Reasons for selection of skill items)[Supplementary Principle 4.11-(2): Preconditions for Ensuring Effectiveness of the Board of Directors and the Audit andSupervisory Committee]
The Company’s Board of Directors confirms the status of the concurrent holding of important positions by its directors every year
and discloses the status via the convocation notice for the General Meeting of Shareholders.
The convocation notice for the General Meeting of Shareholders is disclosed on the Company’s website.
https://www.swcc.co.jp/jpn/ir/stock/meeting.html

[Supplementary Principle 4.11-(3): Preconditions for Ensuring Effectiveness of the Board of Directors and the Audit andSupervisory Committee]
The Company conducts analysis and evaluation of the effectiveness of the Board of Directors each fiscal year to verify that theBoard functions properly. Specifically, based on the answers to the questionnaire for all directors, the Board of Directors shares
the results of the evaluation and issues found, and holds a constructive discussion on the ideal state of the Board going forward.
In the fiscal year under review, we conducted analysis and evaluation in the following manner with the advice of external
institutions. First, the questionnaire was administered to all directors who are members of the Board of Directors. We ensured theanonymity of respondents by having them respond directly to an outside organization. The questionnaire was administered frommultiple perspectives, including the operation, composition, and deliberations of the Board of Directors.
An overview of evaluation results includes the following: the frequency of Board of Directors meetings is appropriate, thedeliberations are not formal but free and vigorous, and constructive discussions and exchanges of opinions take place, andsufficient discussions are held to determine management strategies and plans with an awareness of profitability and capitalefficiency. The evaluation results also include that the status of dialogue with shareholders (investors) through IR activities, etc.
is adequately discussed as a matter for deliberation by the Board of Directors after appropriate feedback is provided to the Boardof Directors. Other evaluation results include that there is sufficient communication between internal directors and outside
directors. Accordingly, given that the evaluation of each aspect yielded generally favorable results, the Company judged that theBoard of Directors as a whole is functioning properly and its effectiveness is ensured.
On the other hand, issues related to the efficient operation of the Board of Directors to improve its effectiveness, issues related toa system for the Internal Audit Department to report directly to the Board of Directors and the Audit and Supervisory Committee
in order for the Board of Directors and the Audit and Supervisory Committee to fulfill their functions, and issues related todeepening discussions on investments in human capital and intellectual property have also been identified.
Going forward, based on this evaluation of effectiveness, the Board of Directors will respond promptly after sufficientconsideration of issues and continue to engage in initiatives to enhance Board functions.
[Supplementary Principle 4.14-(2): Training Policy for Directors]
The Company supports directors in the execution of their duties through the collection and provision of necessary information on
economic conditions, industry trends, laws and regulations, finance and accounting and other matters within the departments ofwhich they are in charge. The Company also organizes seminars for executive management, etc. delivered by outside speakers,
when necessary, and flags up any other outside seminars or lectures which might be useful and encourages executive management,
etc. to attend them.
Newly appointed directors are required to attend seminars and lectures, etc. for new officers mediated by the Company to help
them increase their understanding of their role, authority and the legal responsibilities they are assuming.
When outside directors assume office, Executive Officers are required to explain the businesses and operations they are in chargeof to new outside directors individually and the full-time Audit and Supervisory Committee member is also required to explain
the status of audits to them in order to increase their understanding of the Group’s businesses and management. At the same time,
the Company shall create opportunities for outside directors to visit major production bases of the Group. Such opportunities shallalso be created for incumbent outside directors when necessary.
Expenses necessary for the foregoing shall be born by the Company, in principle.
[Principle 5.1: Policy for Constructive Dialogue with Shareholders]
1. The executive officer responsible for the Strategy Planning Department shall be the executive officer in charge of IR.
2. The Company’s policy on dialogue with shareholders and investors, etc. is that dedicated IR personnel belonging to the Strategy
Planning Department shall act as the point of contact and shall take action by exchanging information and routinely cooperatingwith other departments such as the Accounting and Finance Department, the Legal Department and the Sustainability Department
where necessary.
3. The Company holds financial results briefings for analysts to coincide with the disclosure of its full-year financial results andinterim financial results and also streams and discloses the financial results briefing video and materials on its website.
https://www.swcc.co.jp/jpn/ir/meeting/output.html
4. The Strategy Planning Department shall summarize the content, etc. of interviews with shareholders and investors, etc. andreport them to the Board of Directors and also share them with the abovementioned departments.
5. The Company has raised awareness about the management of insider information amongst officers and employees by
establishing the SWCC Group Insider Trading Prevention Regulations, and it thoroughly implements information management inall situations, including dialogue with shareholders and investors, etc., to prevent the disclosure of non-public information toindividual investors or shareholders, etc.
[Action to implement management that is conscious of cost of capital and stock price]
To meet the expectations of shareholders, investors and other stakeholders, the Company will create sustainable corporate value
and shareholder value through business, financial and non-financial strategies based on the SWCC Group’s Purpose, and aim toachieve a minimum ROE of 10%, an ROIC of 10% or more, a PBR of 1x, and a dividend of 120 yen or more by fiscal 2026.
(Business strategy)- Promoting businesses that solve social issues by leveraging the Group’s core values- Optimizing the business portfolio (concentrated investment in growth-driving businesses and core businesses and businessrestructuring)(Financial strategy)- Further improving capital efficiency (instilling WACC and ROIC for each business)- Cash allocation (expanding shareholder returns in consideration of financial soundness and balance with investment in growth
for new markets and new areas)

(Non-financial strategy)- Promoting human capital strategies that support sustainable growth- Contributing to a decarbonized society
Details of the Company’s actions to achieve cost of capital and stock price conscious management are disclosed on the Company’s
website.
https://www.swcc.co.jp/jpn/ir/pdf/202309expl.pdf
https://www.swcc.co.jp/eng/company/ir_documents/news.html[Status of Dialogue with Shareholders, etc.]
We believe that to enhance our corporate value, it is important to deepen our understanding of each other’s thoughts and positions
through dialogue with shareholders and other stakeholders, and to take appropriate actions based on this understanding. To thisend, we have established a system to promote active dialogue with shareholders. We actively create opportunities for dialogue
with investors, and at such dialogues, management participates as much as possible in order to properly reflect the opinions ofshareholders in management. The content of these dialogues is fed back to the Board of Directors and management and is compiled
in a database so that it can be viewed at any time. In addition, in the various printed materials issued by the Company, messages
from the president and other members of the management team as well as outside officers are also delivered to shareholders andinvestors in their own words.

2. Capital Structure
Percentage of Foreign Shareholders

30% or more

[Status of Major Shareholders]Name

Number of Shares

Percentage (%)

The Master Trust Bank of Japan, Ltd. (Trust account)

5,614,100

18.76

Custody Bank of Japan, Ltd. (Trust account)

3,557,500

11.89

JPMorgan Securities Japan Co., Ltd.

1,124,283

3.75

JX Metals Corporation

979,022

3.27

Fukoku Mutual Life Insurance Company

892,400

2.98

NORTHERN TRUST CO. (AVFC) RE FIDELITY FUNDS

615,200

2.05

GOLDMAN SACHS INTERNATIONAL

595,200

1.98

JP JPMSE LUX RE CITIGROUP GLOBAL MARKETS L EQ
CO509,276

1.70

THE BANK OF NEW YORK 133612

435,300

1.45

THE BANK OF NEW YORK 133652

411,000

1.37

Controlling Shareholder (except for Parent Company)―――

Parent Company

Not adopted

Supplementary Explanation- In addition to the foregoing, the Company holds 909,341 shares of treasury stock.
- The large shareholding report (change report) submitted by Mitsubishi UFJ Financial Group, Inc. and made available for public
inspection on April 17, 2023 reports that Mitsubishi UFJ Trust and Banking Corporation and joint holder Mitsubishi UFJ Kokusai
Asset Management Co., Ltd. held the following shares as of April 10, 2023. However, the Company could confirm no beneficial
ownership of the number of shares held in the name of these parties as of September 30, 2023 and, therefore, the following is notincluded in the above status of major shareholders.
The information contained in the large shareholding report (change report) is as shown below.
Mitsubishi UFJ Trust and Banking Corporation
729,500 shares
Mitsubishi UFJ Kokusai Asset Management Co., Ltd.
722,700 shares- The large shareholding report (change report) submitted by JPMorgan Securities Japan Co., Ltd. and made available for public
inspection on April 19, 2023 reports that JPMorgan Asset Management (Japan) Limited and joint holders JPMorgan Securities Japan
Co., Ltd. and J.P. Morgan Securities plc held the following shares as of April 14, 2023. However, the Company could confirm no
beneficial ownership of the number of shares held in the name of these parties as of September 30, 2023 and, therefore, the following
is not included in the above status of major shareholders.
The information contained in the large shareholding report (change report) is as shown below.
JPMorgan Asset Management (Japan) Limited
830,900 shares
JPMorgan Securities Japan Co., Ltd.
389,964 shares
J.P. Morgan Securities plc
159,415 shares- The large shareholding report (change report) submitted by Sumitomo Mitsui Trust Bank, Ltd. and made available for public
inspection on April 20, 2023 reports that Sumitomo Mitsui Trust Asset Management Co., Ltd. and the joint holder Nikko AssetManagement Co., Ltd. held the following shares as of April 14, 2023. However, the Company is unable to confirm the number ofshares actually held by them as of September 30, 2023 and, therefore, they are not included in the above status of major shareholders.

The information contained in the large shareholding report (change report) is as shown below.
Sumitomo Mitsui Trust Asset Management Co., Ltd.
1,200,700 shares
Nikko Asset Management Co., Ltd.
1,307,000 shares- The large shareholding report (change report) submitted by Sumitomo Mitsui DS Asset Management Company, Ltd. and madeavailable for public inspection on September 6, 2023 reports that Sumitomo Mitsui DS Asset Management Company, Ltd. held thefollowing shares as of August 31, 2023. However, the Company could confirm no beneficial ownership of the number of shares
held in the name of this party as of September 30, 2023 and, therefore, the following is not included in the above status of major
shareholders.
The information contained in the large shareholding report (change report) is as shown below.
Sumitomo Mitsui DS Asset Management Company, Limited 1,606,400 shares- The large shareholding report (change report) submitted by Fidelity Investments Inc. and made available for public inspection on
September 25, 2023 reports that Fidelity Investments Inc. held the following shares as of September 15, 2023. However, theCompany could confirm no beneficial ownership of the number of shares held in the name of this party as of September 30, 2023
and, therefore, the following is not included in the above status of major shareholders.
The information contained in the large shareholding report (change report) is as shown below.
Fidelity Investments Inc.
2,061,100 shares

3. Corporate Attributes
Listed Exchange and Market DivisionTokyo Stock Exchange, Prime Market

Fiscal Year-End

March

Sector Classification

Non-ferrous metal

Number of Employees (consolidated) as of the End of thePrevious Fiscal YearAt least 1,000

Revenue (consolidated) for the Previous Fiscal Year

JPY 100 billion or more, but less than JPY 1 trillion

Number of Consolidated Subsidiaries as of the End of thePrevious Fiscal Year

10 or more but less than 50

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―――

5. Special Circumstances which may have Material Impact on Corporate Governance
The Company has no parent company and no listed subsidiaries.

II. Business Management Organization and Other Corporate Governance Systems regarding Decision Making,Execution of Business, and Oversight
1. Organizational Composition and Operation
Organization Form

Company with an Audit and Supervisory Committee[Directors]
Maximum Number of Directors Stipulated in Articles ofIncorporation

16

Term of Office Stipulated in Articles of Incorporation

1 yearChairperson of the Board

President

Chairperson of the Board

7

Appointment of Outside Directors

Appointed

Number of Outside Directors

4

Number of Independent Directors/Auditors Designated fromamong Outside Directors

4

Relationship with the Company (1)NameAttribute

Yuji Sakakura

From another company

Seiichiro Ichikawa

From another company

Takashi Mukuno

From another company

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

○
Minako Nishimura
From another company* Categories for Relationship with the Company* “○” indicates that the director currently falls under the category, or did so recently, and “” indicates that the director
fell under the category in the past.
* “●” indicates that a close relation falls under the category, or did so recently, and “▲” indicates that a close relation fell
under the category in the past.
a. Executive (a person who executes business; hereinafter the same) of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from theCompany besides compensation as a director/auditor
g. Major shareholder of the Company (or an executive of said major shareholder if the shareholder is a corporation)h. Executive of a client or supplier of the Company (which does not correspond to any of d., e., or f.) (the director himself/herself
only)
i. Executive of a company, between which and the Company outside directors/auditors are mutually appointed (the director
himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director himself/herself only)
k. OthersRelationship with the Company (2)Name

Yuji Sakakura

Audit andSupervisory Independent
Committee
Director
Member

○Seiichiro Ichikawa ○Takashi Mukuno○

Minako Nishimura ○Supplementary Explanationof the Relationship

Reasons for Appointment―――

Mr. Yuji Sakakura possesses keen management insights
gained through his career as financial operating officer of ageneral trading company, manager of a securities firm, andchief financial officer of an M&A advisory firm. The
Company expects him to further strengthen the Group’s
corporate governance by auditing and supervising theCompany’s management based on his career experience andinsight. For these reasons, the Company reelected him as
outside director.
Mr. Yuji Sakakura possesses independence as stipulated by
the Tokyo Stock Exchange’s independence standards and theCompany’s Independence Criteria for Outside Officers.
Judging that there is no risk of a conflict of interest arising
between Mr. Yuji Sakakura and general shareholders, theCompany designated him as an independent officer.

―――

Mr. Seiichiro Ichikawa possesses keen management insights
gained through his career as Senior Managing Executive
Officer in charge of production and engineering operations at
a manufacturing company. The Company expects him tofurther strengthen the Group’s corporate governance byauditing and supervising the Company’s management basedon his career experience and insight. For these reasons, theCompany reelected him as outside director.
Mr. Seiichiro Ichikawa possesses independence as stipulatedby the Tokyo Stock Exchange’s independence standards andthe Company’s Independence Criteria for Outside Officers.
Judging that there is no risk of a conflict of interest arising
between Mr. Seiichiro Ichikawa and general shareholders,the Company designated him as an independent officer.

○―――

Mr. Takashi Mukuno possesses extensive knowledge ofglobal corporate management based on his experience andtrack record as a top executive in sales and marketing,corporate planning, and overseas subsidiaries of listedcompanies. The Company expects him to make appropriate
recommendations from a global management perspective
regarding the Company’s business and to supervise theexecution of business based on his wealth of experience andaccomplishments. For these reasons, the Company elected
him as outside director.
Mr. Takashi Mukuno possesses independence as stipulatedby the Tokyo Stock Exchange’s independence standards andthe Company’s Independence Criteria for Outside Officers.
Judging that there is no risk of a conflict of interest arising
between Mr. Takashi Mukuno and general shareholders, theCompany designated him as an independent officer.

○

Although there weretransactions in fiscal 2022
between Next Story Co., Ltd.,
where she is an executive
officer, and the SWCC Group,
the amount of transactions wasless than 0.1% of consolidated
net sales for the SWCC Groupand less than 1% of net sales
for Next Story Co., Ltd.
Therefore, there is no matterthat conflicts with theindependence requirements inthe “Independence Criteria for
Outside Officers” establishedby the Company with respect
to her.

Ms. Minako Nishimura possesses extensive experience inhuman resource development and career development, broad
insight as a corporate executive, and advanced knowledge in
the IT field. The Company expects her to appropriately
execute her duties from an independent standpoint topromote digital transformation that advances thedevelopment, change and growth of human resources for the
future, which is an important issue for the Company, basedon her abundant experience and deep insight. For thesereasons, the Company elected her as outside director.
Ms. Minako Nishimura possesses independence as stipulatedby the Tokyo Stock Exchange’s independence standards andthe Company’s Independence Criteria for Outside Officers.
Judging that there is no risk of a conflict of interest arising
between Ms. Minako Nishimura and general shareholders,the Company designated her as an independent officer.

○○

[Audit and Supervisory Committee]
Member Composition and Chairperson’s Attribute
All Committee
Members
Audit and Supervisory
Committee

Full-time Members
5

Directors or Employees Responsible for Assisting the Audit
and Supervisory Committee in Fulfilling Its Duties

Inside Directors

1

Outside Directors
1

Chairperson

4 Outside Director

Yes

Matters concerning the Independence of such Directors or Employees from Executive Directors- The Audit and Supervisory Committee is chaired by an outside director and meetings are presided over by an internal director,
who is the Full-time Audit and Supervisory Committee Member.
- To increase the effectiveness and efficiency of the Audit and Supervisory Committee’s audits, at the Audit and Supervisory
Committee’s request, the Company assigns employees to the Company’s internal audit division to assist with the Audit andSupervisory Committee’s duties.
- To ensure the independence of employees assigned to assist with the Audit and Supervisory Committee’s duties and theeffectiveness of directions given to such employees, the director in charge of personnel affairs shall be required to report decisions
relating to the appointment, personnel changes and other personnel affairs of such employees to the Audit and Supervisory
Committee in advance and obtain the Audit and Supervisory Committee’s approval.
Cooperation among the Audit and Supervisory Committee, Accounting Auditors and Internal Audit Department- The Company has the Audit Department (11 members as of the date of submission (including two members with concurrent duties).
The department conducts audit risk-based risk assessments, verifies the appropriateness and validity of the operations of theCompany and each Group company within the content of the internal control systems and gives guidance and recommendations
where necessary. The department also conducts audits of operations including the status of compliance and the status of risk
management.
- The Audit Department creates opportunities for the exchange of information with the Audit and Supervisory Committee and theaccounting auditor on a regular basis and whenever necessary, exchanges opinions on matters such as the status of internal controls
and risk assessments, and seeks to foster mutual cooperation.

[Voluntary Committees]
Voluntary Establishment of Committee(s) Corresponding toNomination Committee or Compensation Committee

Yes

Committee’s Name, Composition, and Attributes of Chairperson
Committee Corresponding toNomination Committee
Committee’s Name

Committee Corresponding toCompensation Committee

Nomination and Compensation Committee

Nomination and Compensation Committee

All Committee Members

44

Full-time Members

00Inside Directors

00Outside Directors

44Outside Experts

00

Others00Chairperson

Outside Director

Outside Director

Supplementary Explanation
The Nominating Committee met a total of six times during the previous fiscal year. In the previous fiscal year, the committee mainly
monitored the progress of activities under the SWCC Next Generation Business Leader Succession Plan and deliberated on theperformance review procedure and evaluation results.
Meanwhile, the Compensation Committee met a total of six times during the previous fiscal year. In the previous fiscal year, thecommittee mainly deliberated on the revision of remuneration plans and the amount of remuneration for the next fiscal year andreported its deliberations to the Board of Directors. The committee used the performance review results of the incumbent directors
and executive officers as a reference in their report on remuneration amounts for the fiscal year under review.
Until the Ordinary General Meeting of Shareholders on June 27, 2023, the Company operated the Nominating Committee and theCompensation Committee as separate meeting bodies. However, given that the discussions held by each committee are deeply
related, the Company will operate them as the Nomination and Compensation Committee after the conclusion of the Ordinary
General Meeting of Shareholders on June 27, 2023 in order to further deepen the discussions. The Company established theNomination and Compensation Committee for the purpose of increasing the objectivity and transparency of the process fordetermining the personal affairs and remuneration of directors and further enhancing and strengthening corporate governance byproperly ensuring that outside directors have the opportunity to be involved in the process and offer advice.
Nomination and Compensation Committee mainly deliberates and reports on the matters shown below upon request from the Boardof Directors.
(1) Matters regarding the election and dismissal of directors (matters to be resolved by a General Meeting of Shareholders)(2) Matters regarding the selection and dismissal of directors with specific titles(3) Matters regarding the election and dismissal of executive management (includes executive officers and directors of subsidiaries;
the same applies hereinafter)(4) Basic policies and procedures, etc. regarding the election and dismissal of directors and executive management(5) Basic policies and procedures, etc. regarding the election and dismissal of representative directors and directors with specifictitles(6) Matters regarding succession planning(7) Matters regarding the structure of remuneration for directors and executive management and remuneration system policies, etc.
(8) Matters regarding the maximum amount of remuneration for directors (matters to be resolved by the General Meeting of
Shareholders)(9) Matters regarding the remuneration of directors and executive management(10) Other important management matters as deemed necessary by the Board of Directors[Independent Directors/Auditors]
Number of Independent Directors/Auditors

4

Matters Related to Independent Directors/Auditors
The Company has designated all of its four outside officers as independent officers defined in Article 436-2 of the Securities Listing
Regulations of the Tokyo Stock Exchange.

[Incentives]
Implementation of Measures to Provide Incentives to Directors
Introduction of performance-based compensation plan, others
and/or Executive Officers
Supplementary Explanation- The Company’s policy on the determination of the payment ratio of performance-based compensation and other compensation isas described in (iii) of Principle 3.1 Disclosure Based on Principles of Japan’s Corporate Governance Code.
- At the 123rd Ordinary General Meeting of Shareholders held on June 26, 2019, it was resolved that the amount of remuneration
for directors (excluding directors who are Audit and Supervisory Committee members; the same applies hereinafter in this section)
shall not exceed 300 million yen annually (30 million yen annually for outside Directors), and it was decided that the amount of
remuneration for directors shall include the amount of executive officer remuneration for directors concurrently serving as executive
officers and the amount of employee salaries for directors concurrently serving as Company employees in order to clarify the scopeof the remuneration limit in real terms. The number of directors at the conclusion of the General Meeting of Shareholders in question
was four (including one outside director).
Furthermore, at the Company’s 124th Ordinary General Meeting of Shareholders held on June 29, 2020, it was decided to provide
directors with monetary remuneration up to a maximum annual amount of 80 million yen, in order to grant them restricted shares,
within the limit of 300 million yen annually (30 million yen annually for outside directors). The number of directors at the conclusionof the General Meeting of Shareholders in question was three (including zero outside director).
- The amount of individual remuneration for directors (excluding directors who are Audit and Supervisory Committee members;
the same applies hereinafter in this section) is decided by Takayo Hasegawa, who is the president and representative director of theCompany, within the total amount of directors’ remuneration established at the Shareholders’ Meeting, under the condition of
considering factors such as the report by the Compensation Committee, policy for deciding remuneration of directors and others
established by the company, and the assessment results based on the performance reviews of directors.
Objectivity and transparency in the process to decide the remuneration is ensured by the following and measures are taken to ensureauthority is exercised properly without arbitrary decision-making: issuance of the report from the voluntary Compensation
Committee that includes independent outside directors, compliance with the policy on deciding remuneration of directors and others
established by the company, and deliberations by the voluntary Nominating Committee, the majority of which comprises
independent outside directors, on the assessment results based on the performance reviews of directors.
The reason the president and representative director was delegated is that it was determined that said person has thorough knowledgeof matters such as the environment that surrounds the company and its business conditions, and is suitable for making assessmentsthat take into account the directors’ duties and abilities
The remuneration for directors who are Audit and Supervisory Committee members is decided based on discussion among directors
who are Audit and Supervisory Committee members, within the maximum amount established at the Shareholders’ Meeting, in
accordance with Paragraph 3, Article 361 of the Companies Act of Japan.
- Unlike in fiscal 2023, remuneration for individual directors (excluding directors who are Audit and Supervisory Committee
members. The same shall apply hereinafter in this item) in fiscal 2024 will be determined by the Board of Directors after
deliberations are conducted at the Nomination and Compensation Committee, within the total amount of remuneration for directors
determined at the General Meeting of Shareholders.

Recipients of Stock Options
Supplementary Explanation―――[Remuneration for Directors/Executive Officers]
Disclosure of Individual Directors’ Remuneration

No individual disclosure

Supplementary Explanation
The Business Report for the 127th fiscal year (from April 1, 2022 to March 31, 2023) and the Annual Securities Report for the 127th
fiscal year state that the amount of remuneration paid to directors (excluding directors who are Audit and Supervisory Committee
members) was 99 million yen and the amount of remuneration paid to directors who are Audit and Supervisory Committee members
was 56 million yen.
Policy on Determining Remuneration Amounts andCalculation Methods

Yes

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
Please refer to (iii) of [Principle 3-1 Full Disclosure Based on the Principles of the Corporate Governance Code] under “I. Basic
Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information” above.

[Supporting System for Outside Directors]- When outside directors assume office, Executive Officers are required to explain the businesses and operations they are in chargeof to new outside directors individually and the directors who are full-time Audit and Supervisory Committee member are also
required to explain the status of audits to them in order to increase their understanding of the Group’s businesses and management.
At the same time, the Company shall create opportunities for outside directors to visit major production bases of the Group. Such
opportunities shall also be created for incumbent outside directors when necessary.
- The legal affairs division, which is the secretariat for the Board of Directors, and the Strategy Planning Department, which is thesecretariat for the Management Council, play central roles in collecting and providing the information and materials needed byoutside directors. The Company’s policy is to explain proposals to directors including outside directors ahead of meetings of theBoard of Directors.
- The director who is the full-time Audit and Supervisory Committee member and members of the internal audit division play central
roles in collecting and providing the information and materials needed by outside directors who are Audit and Supervisory
Committee members.
In addition, the director who is the full-time Audit and Supervisory Committee member and the outside directors who are Audit andSupervisory Committee members liaise with each other and exchange opinions with each other through meetings of the Audit andSupervisory Committee held on a regular and ad hoc basis.

[Situation of Retired President and Others]
Names, etc. of Counselors, Advisors and Others who are Retired President and Others
Name
―――

Job title/
position―――

Responsibilities―――

Total Number of Counselors, Advisors and Others who are
Retired President and Others

Employment terms (Full/part time,
with/without compensation, etc.)―――

Date ofretirement
―――

Term
―――

0

Others
―――2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination, and Compensation Decisions(Overview of Current Corporate Governance System)- The Board of Directors consists of two directors (excluding directors who are Audit and Supervisory Committee members) andfive directors who are Audit and Supervisory Committee Members (of whom four are outside directors). Five out of the sevendirectors are men and two are women.
- The term of office of directors (excluding those who are Audit and Supervisory Committee members) is set at one year for the
purpose of clearly defining managerial responsibilities and ensuring treatment based on merit. Meanwhile, the term of office of
directors who are Audit and Supervisory Committee members is set at two years.
- As systems to ensure effective and efficient execution of duties by directors, the Board of Directors holds regular meetings once amonth and ad hoc meetings whenever necessary and important matters regarding the management of the Company and the Groupare required to be deliberated by the Group Management Council first before being determined by the Board of Directors. The Boardof Directors also draws up a medium-term management plan and annual business plan for the Group and sets specific managementtargets. Based on these plans, the representative directors and executive directors of the Company and each group company makenecessary decisions and efficiently execute their duties based on the bodies, procedures, etc. specified in the SWCC Group Business
Management Regulations and each company’s Board of Directors’ Regulations, etc.
- The Company has established the Audit Department as its internal audit division and this department verifies the appropriatenessand validity of the operations of the Company and each group company and gives guidance and advice where necessary, in
accordance with the SWCC Group Internal Audit Regulations.
- The Audit and Supervisory Committee conducts accounting audits and business audits on an ongoing basis under the leadershipof the full-time Audit and Supervisory Committee member and, by attending meetings of the Board of Directors and theManagement Council, Audit and Supervisory Committee members can supervise the execution of duties by Directors and have their
feedback reflected.
- The Company appoints Ernst & Young ShinNihon LLC as accounting auditor and its accounts are audited in a fair manner. In
FY2022, the two certified public accountants (Designated Limited Liability Partners and Engagement Partners) who audited theCompany’s accounts were Hideyuki Inoue and Takuro Sugio. The assistants to the accounting audits of the Company are ninecertified public accountants, eight persons who have passed the CPA examination and 26 other persons. In FY2023, the two certified
public accountants (Designated Limited Liability Partners and Engagement Partners) who will audit the Company’s accounts are
Hideyuki Inoue and Takuro Sugio.
- In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, the Company concludes agreements with
non-executive directors to limit the liability for damages pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum
liability for damages under the agreement is the minimum liability amount provided for in Article 425, Paragraph 1 of the Companies
Act. The liability limitation applies only if the non-executive director performs the duties that have caused the liability in good faithand without gross negligence.
- The Company has entered into a directors’ and officers’ liability insurance contract with an insurance company pursuant to theprovisions of Article 430-3, Paragraph 1 of the Companies Act. The scope of the insured of the insurance contract is the directors,
executive officers and managerial employees of the Company and its subsidiaries in Japan and overseas, and the insured does notbear the insurance premiums. The insurance contract covers damages for which the insured is held legally liable in the event of alegal liability claim attributable to execution of duties by the insured; provided, however, that damages, etc. caused by an act thatthe insured has done, aware that the act is in a violation of law, shall not be subject to compensation, so that the properness of theexecution of duties of the insured will not be impaired.
- The Company has established the Nomination and Compensation Committee as advisory bodies to the Board of Directors toincrease the objectivity and transparency of the processes for determining the personnel affairs and remuneration, etc. of directors,
etc.

3. Reasons for Adoption of Current Corporate Governance System- The Company transitioned to a Company with an Audit and Supervisory Committee based on a resolution of the 123rd Ordinary
General Meeting of Shareholders held on June 26, 2019. The purpose of this transition is as follows.
1. By delegating substantial decision-making authority for the execution of business operations to the executive officers, theCompany aims to increase the efficiency and speed of business execution.
2. At the meetings of the Board of Directors, the Company will further enhance the deliberations on important themes such as
management strategy.
3. The Audit and Supervisory Committee will play a central role in strengthening the auditing and supervisory functions.
- To strengthen corporate governance, the Company amended its Articles of Incorporation to change (increase) the number of
directors who are Audit and Supervisory Committee members to six (6) or less, in accordance with the resolution of the 127th
Ordinary General Meeting of Shareholders held on June 27, 2023.
- By making four out of the five directors who are Audit and Supervisory Committee members outside directors, the Company has
strengthened the management advisory function and supervisory function.
- The Company has strengthened the governance function regarding compliance and risk management across the Group by adoptinga system under which the Risk Management Committee drives efforts to understand and rectify issues across the group and
immediately reports any major concerns it becomes aware of to the Board of Directors.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholders Meeting and Smooth Exercise of Voting Rights
Supplementary Explanation
Early Notification of General Shareholders The notice of convocation for the Ordinary General Meeting of Shareholders held
Meeting
on June 27, 2023 was dispatched in June 6, 2023.
Scheduling General Shareholders Meeting
Avoiding the Peak Day

The Company held its Ordinary General Meeting of Shareholders for 2023 on June27, 2023.

Allowing Electronic Exercise of Voting
RightsThe Company has introduced the electronic exercise of voting rights. The Company
also participates in the Electronic Voting Platform for Foreign and Institutional
Investors operated by ICJ Co., Ltd.

Participation in Electronic Voting Platform
and Other Initiatives to Enhance theEnvironment for Institutional Investors to
Exercise Their Voting Rights

The Company uses the electronic voting platform.

Providing Convocation Notice in English

The Company provides an English version of the convocation notice.

OthersThe Company posts its convocation notice via TDnet provided by Tokyo Stock
Exchange and on the Company’s website prior to the date of its dispatch, with aview to providing information early.
The Company broadcasts the proceedings on the day of the General Meeting of
Shareholders live on the Internet.

2. IR Activities
Supplementary Explanation

Explanation byRepresentative

Preparation and Publication ofDisclosure Policy

The Company has established a Disclosure Policy and publishes thepolicy on its website.

Regular Investor Briefings forAnalysts and Institutional Investors

The Company holds briefing sessions soon after its financial results
announcements at the end of the second quarter and the end of thefinancial year.
In addition, the Company holds themed briefings on a regular basis toYesgive an in-depth explanation of each segment and its ESG initiatives.
Details of the Company’s briefings are disclosed on its website.
https://www.swcc.co.jp/eng/company/ir_documents/presentations.html

Regular Investor Briefings forOverseas Investors

The Company holds small meetings for overseas institutional investors.

Posting of IR Materials on Website

The Company actively discloses information which might be useful forinvestors such as optional press releases and explanations of businessresults by the Representative Director, in addition to materials it isrequired to disclose by law.
https://www.swcc.co.jp/eng/company/ir_documents/presentations.html

Establishment of Department and/or The IR Group , Strategy Planning Department of the Corporate Strategy
Manager in Charge of IR
Division is a business unit dedicated to IR.

Yes3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanation
Internal Rules Stipulated for Respecting
the Position of Stakeholders

The Group management philosophy clearly states that the Group will, throughhealthy business activities, create corporate values that will earn the “trust” of theemployees, customers, shareholders and the local community.

Implementation of Environmental
Activities, CSR Activities, etc.

For details of the Group’s sustainability initiatives, please refer to [Supplementary
Principle 3.1-(3) Full Disclosure] in [Disclosure Based on Principles of Japan’s
Corporate Governance Code] under 1. Fundamental Views, I. Fundamental Views
on Corporate Governance, Capital Structure, Corporate Attributes, and Other Key
Information above.

Development of Policies on Information
Provision to Stakeholders

The SWCC Group Management Policy and Code of Conduct stipulate that theGroup shall engage in public relations activities in relation to shareholders and awide range of other stakeholders and shall disclose necessary corporate information
in a timely and appropriate manner and endeavor to manage such information.

OthersThe Company is focused on Health and Productivity Management because this will
help strengthen corporate competitiveness by ensuring a healthy and reliable workforce, thus improving productivity, and by enhancing the creativity of employees.
The Company has built a framework to promote health and productivity
management under the leadership of the president and representative director andpromoted activities to support good health in cooperation with the SWCC healthinsurance association, occupational health physicians and public health nurses,
resulting in recognition as White 500 companies under the 2023 Certified Healthand Productivity Management Organization Recognition Program (large enterprise
category) in March 2023.
For details of the Group’s other initiatives regarding the participation of womenand human capital, please refer to [Supplementary Principle 2.4-(1) Ensuring
diversity at the Company, including the Empowerment of Women] in[Disclosure Based on Principles of Japan’s Corporate Governance Code] under
1. Fundamental Views, I. Fundamental Views on Corporate Governance,
Capital Structure, Corporate Attributes, and Other Key Information above.

IV. Matters Related to the Internal Control System
1. Fundamental Views on Internal Control System and the Progress of System Development
The Company’s Board of Directors resolved as follows regarding systems for ensuring appropriate business operations.
1. System to Ensure that Directors , Executive Officers and Employees of the Corporate Group Consisting of the Company and its
Subsidiaries (Hereinafter Referred to as the “SWCC Group”) Will Execute Their Duties in Compliance with Laws and Regulations
and the Articles of Incorporation(1) Directors, executive officers and employees shall seek to familiarize themselves with the management philosophy, management
policy and code of conduct enacted by Directors for the purpose of establishing corporate ethics and ensuring compliance with laws
and regulations and the Articles of Incorporation and efficient management in the SWCC Group, by carrying around with them andconstantly using a booklet, etc. containing the management philosophy, management policy and code of conduct.
(2) The Board of Directors shall appoint a director in charge of risk management as the person responsible for compliance and risk
management in the SWCC Group, and the director in charge of risk management shall endeavor to develop the complianceframework across the SWCC Group and to understand and rectify any issues.
(3) The Board of Directors shall establish a Risk Management Committee to be chaired by the director in charge of risk management,
and the committee shall make decisions on matters such as the SWCC Group’s compliance-related awareness-raising and training
plans and action plans and deliberate on the operation of a compliance hotline and other important matters. The Risk Management
Committee shall report the status of such activities to the Board of Directors on a regular basis and shall immediately report to theBoard of Directors any major compliance-related concerns it becomes aware of.
(4) The Risk Management Committee shall establish a compliance hotline as a means by which directors, executive officers andemployees of the SWCC Group can directly report behaviors that raise compliance-related doubts in the SWCC Group and shalltailor the operation of such compliance hotline to the size, business format and other characteristics of each SWCC Group company
and report the operation status to the Board of Directors on a regular basis.
(5) The Board of Directors shall hold a meeting of persons responsible for internal controls to discuss the internal controls of the
SWCC Group on a regular basis and shall implement measures to enhance the effectiveness of internal controls in cooperation withthe relevant divisions of each SWCC Group company.
(6) The SWCC Group shall take a firm stance as an organization against antisocial forces, have no relations or dealings with themwhatsoever, and never accept undue demands from them.
2. System Concerning the Preservation and Management of Information on Execution of Duties by Directors and Executive Officers
Directors and executive officers shall properly retain and manage the following documents (including electronic records; the same
applies hereinafter) relating to the execution of their duties and other important information in accordance with the Document
Management Regulations and other internal rules.
(i) Minutes of general meetings of shareholders and other materials related to such meetings(ii) Minutes of meetings of the Board of Directors and other materials related to such meetings(iii) Minutes of meetings of the Group management Council and other materials related to such meetings(iv) Minutes of other important meetings and other materials related to such meetings(v) Other important documents related to the execution of duties by directors and executive officers
3. Regulations and other Systems Concerning Management of the Risk of Loss of the SWCC Group(1) Directors and executive officers shall implement risk management to mitigate serious management risks in accordance with the
SWCC Group Risk Management Regulations.
(2) The Director in charge of risk management shall endeavor to develop the compliance framework across the SWCC Group andto understand and rectify any issues.
(3) The Risk Management Committee shall identify, analyze and evaluate risks that need to be managed by the SWCC Group andshall deliberate on countermeasures (including corrective action and re-evaluation) and other important matters. The Risk
Management Committee shall report the status of such activities to the Board of Directors on a regular basis and shall immediately
report any major concerns it becomes aware of to the Board of Directors.
(4) In the event of the materialization of a serious risk, the Board of Directors shall establish an emergency taskforce in accordancewith the SWCC Emergency Taskforce Regulations.
4. System to Ensure Efficient Execution of Duties by Directors of the SWCC Group(1) Regular meetings of the Board of Directors shall be held regularly and ad hoc meetings of the Board of Directors shall be held
in a timely manner when necessary, in accordance with the Board of Directors’ Regulations. Moreover, decisions on importantmatters regarding the management of the SWCC Group shall be made at meetings of the Board of Directors.
(2) The Board of Directors shall make necessary decisions based on the bodies, procedures, etc. specified in the Board of Directors’Regulations and the SWCC Group Business Management Regulations.
(3) The Board of Directors shall draw up a medium-term management plan and annual business plan and set clear managementtargets in accordance with the basic management policy of the SWCC Group. Directors and executive officers shall execute theirduties aiming to achieve such targets and the Board of Directors shall develop a framework for managing and improving their actual
results, etc.
(4) The Board of Directors shall delegate decision-making on some important matters regarding the management of the SWCC
Group to the Group Management Council, which is composed of the representative director and executive officers, in accordancewith the Articles of Incorporation and the Board of Directors’ Regulations.
(5) The Board of Directors shall manage the business of each SWCC Group Company in accordance with the SWCC Group Business
Management Regulations and shall also develop an appropriate monitoring framework including requiring timely reporting on thematters deliberated and decided upon by the Group Management Council.
5. System for Ensuring Appropriate Financial Reporting(1) To ensure appropriate financial reporting in accordance with the Financial Instruments and Exchange Act, the Company shallenact the SWCC Group Basic Policy on Internal Control Over Financial Reporting and develop and operate the framework necessary

for internal control in accordance with this policy.
(2) The Company’s internal audit division shall conduct continuous monitoring of the effectiveness of the financial reporting internal
control system.
6. Matters Regarding Employees Assigned to Assist the Audit and Supervisory Committee in its Duties and Matters for Ensuring
the Independence of Such Employees from Directors (Excluding Directors who are Audit and Supervisory Board Members; theSame Applies Hereinafter) and the Effectiveness of Instructions to such Employees(1) To increase the effectiveness and efficiency of the Audit and Supervisory Committee’s audits, at the Audit and Supervisory
Committee’s request, the Company shall assign employees to the Company’s internal audit division to assist with the Audit andSupervisory Committee’s duties.
(2) To ensure the independence of employees assigned to assist with the Audit and Supervisory Committee’s duties and theeffectiveness of directions given to such employees, the Board of Directors shall ensure that the director in charge of personnel
affairs is required to report decisions relating to the appointment, personnel changes and other personnel affairs of such employees
to the Audit and Supervisory Committee in advance and obtain the Audit and Supervisory Committee’s approval.
7. System for Reporting by Directors, Executive Officers and Employees of the SWCC Group to the Audit and Supervisory
Committee and Other Systems Concerning Reporting to the Audit and Supervisory Committee(1) Directors and executive officers shall report the following matters to the Audit and Supervisory Committee in a timely manner;provided, however, that matters resolved or reported at meetings of the Board of Directors may be excluded.
(i) Matters reported or approved at meetings of the Management Council(ii) Matters which could cause serious damage to the Company(iii) Important matters concerning the status of operations each month(iv) Important matters regarding the implementation status of internal audits and risk management(v) Serious violations of laws and regulations or violations of the Articles of Incorporation(vi) Status and content of whistleblowing reports made via the compliance hotline(vii) Other important matters related to compliance(2) Employees who discover an important fact regarding (ii) or (v) of (1) above shall be able to report directly to the Audit andSupervisory Committee.
(3) The Board of Directors shall clearly specify in the SWCC Group Whistleblowing System Operation Regulations that one fulltime Audit and Supervisory Committee member shall be added as a point of contact for the compliance hotline and that
disadvantageous treatment of whistleblowers in the grounds that they have made whistleblowing reports shall be prohibited.
(4) The Company’s legal division and internal audit division shall report on the status of compliance and internal audits, etc. in the
SWCC Group to the Audit and Supervisory Committee on a regular basis.
8. Other Systems for Ensuring the Effective Audit by the Audit and Supervisory Committee(1) Directors and executive officers and the Audit and Supervisory Committee shall cooperate with each other and enhance theeffectiveness and efficiency of audits by exchanging opinions and information with each other where necessary and holding regularliaison meetings.
(2) Audit and Supervisory Committee members may attend meetings of the Group Management Committee, committee meetingsand subcommittee meetings held by the Risk Management Committee, meetings of persons responsible for internal controls, andother important meetings in addition to meetings of the Board of Directors.
(3) Audit and Supervisory Committee members may inspect documents relating to the execution of duties by directors, information
on internal information systems and other important information as appropriate.
(4) Audit and Supervisory Committee members shall be given the opportunity to independently consult with lawyers, accountants
and other professionals on specialist matters and to receive advice on audit operations.
(5) The Company shall bear any expenses requested by the Audit and Supervisory Committee members or the Audit and Supervisory
Committee for the execution of their duties.

2. Fundamental Approach to Eliminating Anti-Social Forces and State of Related Efforts
In initiatives for the elimination of antisocial forces, the Company instills its approach to antisocial forces in Group employees byclearly specifying its stance in both the above basic policy on the development of internal control systems and the Basic Compliance
Policy. In addition, the Company has joined the Kanagawa Prefecture Corporate Defense Countermeasures Association to gather
information about antisocial forces, and has also determined the business unit responsible for dealing with antisocial forces anddeveloped a framework under which action can be taken in an timely and appropriate manner in cooperation with the police, legal
advisors and other specialist agencies in response to any contact from antisocial forces, etc.

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

Not adopted

Supplementary Explanation―――

2. Other Matters Concerning Corporate Governance System- The SWCC Group is working to strengthen cooperation as a group by formulating and implementing common Group regulations,in addition to the SWCC Group Business Management Regulations.
- As for the Group’s timely disclosure system, the Company specifies basic matters regarding the timely and appropriate disclosureof corporate information in the Basic Compliance Policy and has also established systems and procedures to ensure that company
information is provided quickly, accurately and fairly to shareholders and investors, etc. in the SWCC Group Information Disclosure
Regulations. More specifically, the Company has established an Information Disclosure Committee, developing a framework underwhich important information which needs to be disclosed about the Group is reported to this committee and disclosed in a timely
and appropriate manner.
- To promote the growth strategies set forth in its new medium-term management plan, Change & Growth SWCC 2026 announced
in November 2021, and to achieve its performance targets for FY2026, the Company has shortened the distance between its
management strategies and business operations and transitioned from a pure holding company to an operating company by merging
the operating companies SWCC SHOWA CABLE SYSTEMS CO., LTD. and SWCC SHOWA UNIMAC LTD on April 1, 2023.
With the transition to an operating company, the Company has streamlined the management and operation of the Group’s internal
operations by the shared service divisions by further strengthening cross-segment functions for business segments, by concentrating
the functions of the business strategy divisions, standardizing common operations within the Group and unifying different systems
among Group companies. Furthermore, as a result of the Company, which has become an operating company, having the functionof directly operating the three business segments of the energy and infrastructure business, the electrical equipment and components
business, and the communication and industrial devices business, the Company has developed a structure and framework underwhich group management and strategy proposals are directly linked to the strategies and operations of each business segment.