This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) for reference
purpose only. In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. Shinsei Bank, Limited assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.

Shinsei Bank, Limited
Corporate Governance Report
Last Update: December 13, 2022

Shinsei Bank, Limited
President and CEO Katsuya Kawashima
Contact: 03-6880-7000
Group Investor Relations & Corporate Communications Division
Securities Code: 8303
https://www.shinseibank.com

The corporate governance of Shinsei Bank, Limited (the “Bank”) is described below.
I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information

1. Basic Views
The Bank recognizes that enhancing corporate governance is one of the highest priorities to achieve
our management principles, and has established a corporate governance framework as a“Company with an Audit & Supervisory Board”. This model aims to ensure appropriate managerial
decision-making and business implementation in order to establish a corporate governanceframework with sufficient organizational checking functions. We aim to achieve this through thefollowing two key actions:
1) Setting the broad direction of corporate strategy and establishing an environment whereappropriate risk-taking by the senior management is supported through decision-making by
Board of Directors, the highest managerial decision-making body, on important corporate
business execution matters, such as basic management policies including medium-term plan
and annual plans; and2) Assigning Audit & Supervisory Board Members and an Audit & Supervisory Board those are
independent of the Board of Directors auditing duties that include auditing of the Board of
Directors.
The Bank approves of the “Corporate Governance Code” applicable to listed companies in Japan
which came into effect in June 2015, in that we seek to adequately practice the Code for effective
corporate governance in pursuit of sustainable growth and increasing corporate value over the midto long-term, and thereby contribute to the development and success of stakeholders and theJapanese economy as a whole. The Bank intends to enhance corporate governance in line with thebasic policies outlined below for the respective general principles.
Basic guidelines on corporate governance(1) The Bank fully recognizes that without an appropriate cooperation with stakeholders including
shareholders and investors, it would be difficult to achieve sustainable growth and shareholders
are the primary starting point for corporate governance discipline. The Bank takes appropriate
measures to fully secure shareholder rights and develop an environment in which shareholders
can exercise their rights appropriately and effectively. In addition, the Bank enhances to secure
effective equal treatment of shareholders.

(2) The Bank fully recognizes that our sustainable growth and the creation of mid- to long-term
corporate value are brought about a result of the provision of resources and contributions madeby a range of shareholders, including employees, customers and local communities. As such,the Bank endeavors to appropriately cooperate with these stakeholders.
(3) The Bank seeks actively disclose various information regarding its management in order toincrease in transparency of management, to obtain accurate understanding on our management
status and policies from customers, investors and stakeholders, and to widely receive anappropriate evaluation from society. The Bank aims to provide voluntary, timely and continuous
disclosure in fair and effective manner in terms of information not only those in compliance withthe relevant laws and regulations but also additional information that does not fall under theTimely Disclosure Rules in order to meet needs from customers, stakeholders and investors.
The Bank endeavors to engage in constructive dialogue with shareholders even outside thegeneral shareholder meeting and to work for developing a balanced understanding of thepositions of shareholders and other stakeholders and acting accordingly.
[Reasons for Not Implementing the Respective Principles of the Corporate Governance Code]We implement each of the Principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code] [UPDATED]
Please refer to the “Policies for Initiatives Concerning the ‘Corporate Governance Code’” forinitiatives and policies for each principle of the Code;
Policies for Initiatives Concerning the “Corporate Governance Code”
https://www.shinseibank.com/corporate/en/policy/governance/pdf/governance_code_e.pdf(Principle 1.4 Cross-Shareholdings)(1) Policy for reducing cross-shareholdings
The Bank deems investment shares with the objective other than purely financial as crossshareholdings, which in principle excludes shares that are strategically held due to a new businessor a new business partnership. Under such policy, for listed shares considered necessary to beacquired or held in view of the respective business status including the need to maintain orstrengthen business relations, the Bank verifies the appropriateness of acquiring and holding theshares according to predefined procedures, and discloses in the securities report the individual
name, number, the amount booked on the balance sheet, and the objective of the shares as specificinvestment shares.

A new cross-shareholding is approved at the Group Executive Committee if it is for a new businessor business partnership and by a panel consisting of the Head of Executive Officer in charge oftransaction, Head of Credit Risk Management, and Executive Officer in charge of Group Corporate
Planning if it is for other purposes. A cross-shareholding related to an important new business orbusiness partnership is approved at the Board.
(2) Verification of the significance and economic rationale of cross-shareholdings
The cross-shares held are regulatory reported to the internal committee responsible for risk
judgment of the transactions to verify medium- to long-term economic rationale and future outlook
based on the expected return and risks are to discuss the significance and policy of the crossshareholding. The results of the discussions are regularly reported to the Board. Based on reports
from the executive side, the Board verifies the appropriateness of cross-shareholding of individual
stocks from perspectives including whether the cross-shareholding is in line with the Bank’s strategy
and whether the benefit gained from the holding should be prioritized even considering risks of theholding, and requests the executive side to take appropriate actions when necessary. Specifically,
for all listed stocks it holds, the Bank defines its policy including decreasing the cross-shareholdingand confirms the implementation status of the policy annually after the business section in chargeof the transaction, risk management section, and planning and finance section examine the purposeof cross-shareholding, finance and risk statuses, statuses of transactions with the counterparty andearnings from the transactions, unrealized gains and losses, and other indirect advantages that canbe gained by conducting comprehensive transactions with the counterparty.
(3) Criteria for exercising voting rights
In exercising voting rights as to cross-shareholdings, the Bank judges as basic criteria whether toexercise the rights or not through internal procedures, whether the cross-share contributes to theimprovement of long-term share value, whether the exercising incurs a disadvantage, whether the
exercising damages the significance of the cross-shareholding when it is due to a new business ora new business partnership, and whether the cross-shareholding has been fully explained asneeded.
(Principle 1.7 Related Party Transactions)Concerning transactions with related parties including Directors, the Bank Group has an establishedprocess to consider the transaction according to the Bank Rules, mainly in light of the conflicts ofinterest with the Bank and the fairness of the transaction, and if needed, obtain the approval of theBoard of Directors upon deliberating the conflicts of interest and the fairness of the transaction at
the Special Transaction Review Committee where Audit & Supervisory Board Members (Full-time)
are present. The Bank implements regulation as Bank Rules pertaining to the transaction with major
shareholders of the Bank, in order to ensure independence required by the Bank Law in therelationship with major shareholders, based on the Bank Rules, the Bank has also establishedprocess to seek the judgment of the Board when a transaction that may cause conflict of interest is
to be conducted. For transactions with related parties including Directors and with major
shareholders of the Bank approved by the Board, the Bank will organize a system to secure theprofits of the stakeholders based on objective judgment, including reports of important facts
concerning the transactions to the Board following the initiation of the transactions, regularmonitoring of the transactions by the Special Transaction Review Committee, and ensuring anappropriate monitoring framework by seeking the Board’s judgment when necessary.
Furthermore, the Parent Company Transaction Screening Committee will screen and monitor thetransactions with the SBI Group, the parent company, from the viewpoint of protecting the interestof minority shareholders. In addition, directors who have had close relationship with the SBI Group,
including whose who have experienced Non-Independent Director or employees of the Group, will
not participate in making resolutions.
(Supplementary Principle 2.4.1）
The Bank Group believes that securing diverse viewpoints and values and having them co-exist
organically through sound conflict and fusion, i.e., realizing diversity and inclusion, will create newvalue, ensure sustainable growth and management principles of the Group and become the sourceof the Group’s competitiveness.
・ With healthy management and wellbeing as bases, the Group is working on nurturingorganizational culture and on creating a work environment where each employee views differencesin attributes such as gender, age and nationality, disability, sexual orientation, and gender identityand differences in career, strengths and characteristics positively and plays an active part in theorganization.
・For promoting diversity and inclusion, we established the Diversity Promotion Department in theGroup Human Resources Division and the Group Committee to Promote the Active Participation of
Women chaired by the heads of business sections to enhance the effectiveness of the Group’s
initiatives for promoting women’s taking active roles. Since FY2020 we have also included diversity
promotion in the performance targets for managers to promote initiatives in line with each section.
Furthermore, the President agreed with the declaration on action by a “Group of Male Leaders whowill Create a Society in which Women Shine” and “Women's Empowerment Principles” (“WEPs”) to
demonstrate our stance.
・The Group focuses on the diversity of its core human resources engaging in important decision
making. For promoting active participation of women, we have set and publish targets for the ratioof female managers (section managers and above) for each group and each company. For foreignnationals and mid-career hires we have not set specific targets since mid-career hires exceed 50%
of total employees and represent 60% of managers, and both foreign nationals and mid-career hires
play an active part in the Group as core human resources with no difference as new-graduates. In
addition to hiring mid-careers, we are also actively rehiring human resources who have gained
experience in different culture after leaving the Group, and have improved their knowledge andskills, and deepened new knowledge. We have also established an alumni association to maintainconnection with retired employees.
・We are developing diverse human resources that will assume next-generation management. We
also accept employees’ engaging in side business to encourage our diverse human resources todevelop their skills, expand outside networks, broaden their view and expand their experience.
・We are promoting development of structures for providing diverse workstyles to employees
including working from home so that personnel with diverse backgrounds can work without time andphysical 11 constraints regardless of their life state or life events.
・The status of ensuring the diversity of the Group through these initiatives, including the ratio of
female managers, the number and the ratio of mid-career hires and the number of re-employedemployees is regularly updated on our website and in the Integrated Report etc.
(Principle 2.6 Roles of Corporate Pension Funds as Asset Owners)
The Bank has adopted a defined benefit corporate pension plan, and conducts asset management
aiming to secure needed total profits for a long period of time in order to ensure future pension
payment to plan-holders and pensioners. In order to achieve this, the Bank responds as follows
based on the Ministry of Health, Labor and Welfare’s “Guidelines for the Roles and Responsibilities
of Asset Managers Related to Defined Benefit Corporate Pension” so that the Bank candemonstrate its functions expected as the asset owner.
The Bank has established the Pension Asset Investment and Management Committee consistingof experts of financial market trends, risk management, and pension plans to establish and review
the basic policy and guidelines for asset management and allocation of policy assets.
The Pension Asset Investment and Management Committee selects asset managers and funds
based on our asset management target and policy asset allocation. We have selected asset
managers that have declared acceptance of the Stewardship Code and conducts quantitative andqualitative evaluation of these asset managers on a quarterly basis. In considering its basic policy,
etc. for asset management, the Bank has created a structure for responding in a continuous andappropriate manner from the expertise, credibility, and conflict of interest perspectives by using
asset management consultants and pension (asset management) master trustees/trust banks.
Management and performance status of pension assets are periodically reported to theManagement Development Committee, which reviews important matters relating to humanresources and labor issues.
(Principle 3.1 Full Disclosure)
The Bank Group proactively provides the information listed below in order to enhance transparency
and fairness in decision-making and ensure effective corporate governance. In doing so, we seek
to make the provided information carry high added value for the user.

(1) Management principles and management plan
The Bank Group presents Medium-Term Vision “Realize JPY 70.0 bn of consolidated net income
and establish a foundation for further growth”, “Evolve into a leading banking group providing
pioneering and advanced finance” and “Show the path toward repayment of public funds” as theGroup’s objectives, and establishes the three Core Strategies “Pursue value co-creation inside andoutside the Group”, ”Enhance the Group’s strengths and realize a full range of service offerings”
and “Achieve sustainability through business activities” in the Medium-Term Plan. The Bank’s
progress in the implementation will be regularly disclosed in the Integrated Report, etc.
(2) Basic views and guidelines on corporate governance
The Bank’s basic views and guidelines based on the five principles of the Corporate Governance
Code are stated under “1. Basic views on corporate governance” and “Basic guidelines on corporate
governance.”

(3) Board of Directors’ policies and procedures in determining the remuneration of the senior
management and Directors
The remuneration of the Directors is deliberated at the Nomination and Compensation Committee
and determined by the Board on the premise of the contents of the Revitalization Plan and within
the total remuneration determined at the general meeting of shareholders. The remuneration of the
Directors is determined based on the policy on the ratios and the amount of each type of
remuneration, which is determined by the Board of Directors taking into consideration therecommendation of the Nomination and Compensation Committee.
The remuneration of Executive Officers including Executive Directors is decided based on thefollowing policy.
 Appropriate incentives are provided in order to advance the Group’s business and realize the
mid-to long-term Group management principles.
 Reflecting the roles and responsibilities of each director and executive officer, directors andexecutive officers share common shareholder value by holding the Company’s shares over thelong term.
 The scheme will curb excessive risk-taking and contribute to ongoing sound management as afinancial institution.
 Focusing on share price, the Plan incorporates a compensation system that provides incentive
to further increase corporate value.
(4) Board of Directors’ policies and procedures in the appointment/dismissal of the senior
management and the nomination of candidates for Directors and Audit & Supervisory Board
Members
The Bank’s Board makes final decisions on the appointment/dismissal of the senior management
and the nomination of the candidates for Directors and the Audit & Supervisory Board Members
based on the Bank Rules. Details are as follows.
Executive Officers: the Bank adopts the procedure with a high level of transparency to decide themfrom among candidates based on their evaluations and performance.
Candidates for Director: the appointment of Director is deliberated by the Nomination andCompensation Committee and determined by the Board of Directors meeting with a considerationof the Bank’s size, a balance among knowledge, experience, skills and diversity.
Candidates for Audit & Supervisory Board Members: they are decided with the consent of the Audit& Supervisory Board, considering the candidates’ knowledge and experience in order toaccurately, fairly and effectively ensure audit business execution by the Bank’s Directors.
(5) Explanations with respect to the individual appointments/dismissals and nominations based on(4) above
The Bank explains, in the reference documents of the Annual General Meeting of Shareholders, theindividual appointments and nominations of the Executive Directors and nominations of candidates
for Directors and Audit & Supervisory Board Members. The appointment/dismissal of representative
directors has been disclosed pursuant to the timely disclosure system governed by the Stock
Exchange.
(Supplementary Principle 3.1.3)<Policies and Initiatives for Sustainability>
Information on the Bank Group's sustainability policies and initiatives are disclosed on " Principle
2.3 Sustainability Issues, Including Social and Environmental Matters," as well as the following
websites and integrated reports. The Group strives to engage in constructive dialogue with investors
and other stakeholders by making active use of this information in the dialogue.
Sustainability Site: https://www.shinseibank.com/corporate/en/policy/esg/
Integrated Report: https://www.shinseibank.com/corporate/en/ir/arir/<Impact of Climate Change-Related Risks and Earning Opportunities on Business Activities andProfits>
In line with the framework of the recommendation of the Task Force on Climate-related Financial

Disclosures (TCFD), which we endorsed in January 2020, the Group analyzes the risks and theimpacts on earnings associated with climate change. The content of these reports is disclosed on
the Bank's website and the Integrated Report.
<Investment in Human Capital and Intellectual Properties>
We regard initiative associated with human capital as a crucial strategy in sustainability
management, since the Group’s human resources are the source of sustained increase in thecorporate value. In addition, among the core strategies in the Medium-Term Vision of the Shinsei
Bank Group, a medium-term plan, as part of our efforts to strengthen organizational capabilities(human resources, governance and finance) to achieve growth and transformation, we seek to seize
diverse human resources through work style reforms and create high added value through thedevelopment of advanced human resources. To foster an organizational culture and nurture humanresources to improve the competitiveness of the Group, we have been expanding a wide variety of
training programs, including common training such as diversity and inclusion, compliance, humanrights and harassment training, and specialized training which is selectively attended according to
the department to which they belong and their responsibilities in line with the careers of those
employees, along with other training programs, including the development of team management
skills and leadership for managerial and managerial position candidates. These specific initiatives
are disclosed on the Bank's website and the Integrated Report.
(Supplementary Principle 4.1.1)

The Bank’s Board of Directors is constituted of four Executive Directors responsible for business
operations and five Outside Directors responsible for supervising the operations and makes
appropriate decisions while ensuring the objectivity and transparency of the management. Ordinary
business operations excluding matters that are stipulated by laws and ordinances as decisions of
the Board of Directors are delegated to the President & CEO. The Bank has also built a structure
where, under the direction of the President & CEO, Executive Officers appointed by the Board
oversee sections in charge as directors in charge to realize flexible business execution. The specificscope of delegation is stipulated in the Rules of the Board of Directors and other Bank Rules.
(Principle 4.9 Independence Standards and Qualification for Independent Directors) The Bank
judges the independence of the Directors considering the independence standards presented by
the Tokyo Stock Exchange. Outside Directors are eventually selected by the Board of Directors,
through sufficient discussions at the Nomination and Compensation Committee, from candidates
who have a track record in the areas they experience, with a consideration of a balance among
knowledge, experience and skills, diversity and appropriate size, from the perspective ofincorporating diversified viewpoints in the Board.
(Supplementary Principle 4.10.1)
Of nine Directors, the majority, i.e., five, are Independent Outside Directors, which enables theBoard to have objective and transparent discussions on the appointment of Directors and senior
management and the determination of compensation for them. The Nomination and Compensation
Committee including the chairperson is fully constituted of Outside Directors. The Committee
discusses resolution matters of the meeting of general shareholders related to selection or dismissalof Directors, matters related to selection or dismissal of the President and matters related tocompensation for Directors and replies to the Board.
(Supplementary Principle 4.11.1)
The selection of Director candidates is eventually decided by the Board of Directors meeting after
thorough discussion with a consideration of a balance among knowledge, experience and skills,
diversity and appropriate size after sufficient discussion at the Nomination and Compensation
Committee. Inclusion of those who have experience as an executive at other companies is also
considered when discussing candidates for Outside Directors. Furthermore, a skill matrix of
Directors is created and posted on the notices of meetings of general shareholders to visualize skills
needed for the Board to realize the Bank Group’s management strategies, and a skill matrix of
Outside Directors and Audit & Supervisory Board Members is disclosed in the Integrated Report.
Notice of GMS: https://www.shinseibank.com/corporate/en/stock/shareholdersmtg/
Integrated Report: https://www.shinseibank.com/corporate/en/ir/arir/(Supplementary Principle 4.11.2)
The status of the Directors and Audit & Supervisory Board Members also serving at other companies
has been appropriately disclosed in the business reports. The Bank considers that the status isreasonable in terms of the time and effort needed for the Board or the Audit & Supervisory Board.
(Supplementary Principle 4.11.3)
The Bank periodically conducts the evaluations/analysis of the effectiveness of the Board as a whole
in order to improve the functionality of the Board. The Bank conducted self-evaluation as follows in
fiscal year 2021:(1) Purpose: Enhance the Board of Directors’ function by evaluating whether the Board has fulfilled
its roles and responsibilities and by running the PDCA cycle(2) Targets for the analysis and evaluation: Board of Directors’ activities and operational and support
systems for conducting the activities in an efficient and effective manner(3) Evaluators: All participants of the Board of Directors (11 members including Directors, Audit &Supervisory Board Members, and others(*)). The evaluation includes questions targeting Audit &Supervisory Board Members only same as last year. (*) Of the 11 members, six retired effective
February 8, 2022.
(4) Analysis and evaluation items: Discussions at the Board of Directors meetings, Agenda of theBoard of Directors and Operation of Board of Directors meetings by the executive team,Composition and diversity, Provision of information to the Board of Directors from the executive
team, Discussions at Strategy Sessions, Operation of the Strategy Sessions by the executive team,Communication, Third-party assessment on the effectiveness of the Board of Directors, Nomination
and Compensation Committee, and Evaluation from Audit & Supervisory Board Member, etc.
(5) Method for analysis and evaluation: Questionnaire survey by the secretariat of the Board of
Directors Meetings based on the direction of the Chairman of the Meetings (with multiple responses
and open-ended responses)(6) Feedback of the survey results: Selected responses and open-ended responses were reported
to the Board. The survey results are as follows.
1) Discussions at the Board of Directors meetings
It was recognized to a degree that discussions about medium-to long-term vision and businessmodels for increasing corporate value and sustainable growth are made in a constructive manner,and that these have contributed to increasing corporate value and sustainable growth.
2) Agenda items and operation of the Board of Directors
Mostly these matters were highly evaluated as a whole, with little gap from the FY2020 results.
While we confirmed that initiatives such as receiving questions before Board meetings andcategorizing agenda items have led to more efficient meeting operation, it was confirmed that theexecutive side should examine more carefully information that should be discussed or/and sharedat the Board and its priority to select agenda items.
3) Composition and diversity of the Board of Directors meetings
The evaluation checked the size, balance of skills and diversity of the Board of Directors for the
structure on and after February 8, 2022. Some responded that the size is small, but most
respondents regard that it is appropriate. Regarding skills and diversity, while some responded“Appropriate”, “Not well balanced” and “Generally appropriate, but still have room for examination”
considering the balance of skills and diversity (international background) represented nearly 50%.
4) Presentation and provision of information to the Board of Directors from the executive teamThe evaluation confirmed that meeting materials and presentations of the executive side are
improving every year. However, the evaluation also confirmed that the composition and volume of
the materials and provision of information to the Board of Directors have room for improvement in
the method and content.
5) Strategy Session, Executive Session and the Nomination and Compensation Committee
Strategy Sessions were held focusing on the Medium-Term Strategies this year and were evaluatedas beneficial opportunities to discuss the Group’s strategies. Executive Sessions were evaluated as
extremely beneficial opportunities to share information among Outside Directors and Audit &Supervisory Board Members. The Nomination and Compensation Committee was highly evaluatedby all committee members in terms of its structure and operation. The evaluation confirmed thatthese meetings remain to be beneficial.

6) Communication
The evaluation confirmed that the environment surrounding the sharing of information, etc. among
Outside Directors and Outside Audit & Supervisory Board Members is generally favorable. We havealso confirmed the effectiveness of Executive Sessions which are comprised only of Outside
Directors and Outside Audit & Supervisory Board Members. Meanwhile, while the supply of
information to the Board of Directors regarding main stakeholders (shareholders, employees, etc.)
was recognized as being generally adequate, the evaluation confirmed that the content of that
information, needs to be enhanced.
7) Third-party evaluation on the effectiveness of Board of Directors“Needed” and “Needs to be considered in the medium-to-long term” represented the majority.
8) Evaluation from Audit & Supervisory Board Members
We have confirmed that Audit & Supervisory Board Members acknowledge that Directors are
performing their expected responsibilities appropriately as a whole.
From the survey results, we have concluded that the efficiency and effectiveness are in generalensured since the overall evaluation was not very different from last year and the scores in general
were on the high side. As the structure and members of the Board of Directors changed significantly
in February 2022, we will enhance the effectiveness and functions of the Board by confirming theintention and opinions of the new Board.
(Supplementary Principle 4.14.2)
The Directors and Audit & Supervisory Board Members in the Bank have sufficient expertise.
Furthermore, the Bank provides and arranges opportunities as well as provides financial support, to
Directors and Audit & Supervisory Board Members to acquire knowledge, etc. necessary for the
performance of their duties.
(Principle 5.1 Policy for Constructive Dialogue with Shareholders)
The Bank endeavors to proactively create opportunities to have dialogues with market players
including investors, analysts, and the Bank’s shareholders concerning matters that contribute tosustainable growth and increased corporate value over the mid- to long-term. The Group Investor
Relations & Corporate Communications Division is enhancing an organizational structure to lay thegroundwork through repeated pre-meetings with as many market players as possible to help them
gain a better understanding of the Bank’s management policies and financial status, for achieving
more opportunities for dialogues between the senior management and market players concerning
increased corporate value over the mid- to long-term.
The Bank holds the “IR/SR Policy” which demonstrates the Bank’s intention of utilizing Investor
Relations (IR)/Shareholders Relations (SR) as an important management tool for sustainablecorporate value improvement in a mid-long term perspective and constructively engaging withmarket players.

Also please refer to “IR Activities” of this report for more details, including the structural development
for the promotion of dialogue as well as other efforts and measures.

2. Capital StructureLess than 10%

Foreign Shareholding Ratio[Status of Major Shareholders][UPDATED]

Number of
Shares Owned

Percentage(%)

SBI Regional Bank Holdings, Co., Ltd.

99,659,999

48.82

Deposit Insurance Corporation of Japan

26,912,888

13.18

THE RESOLUTION AND COLLECTION CORPORATION

20,000,000

9.79

THE MASTER TRUST BANK OF JAPAN, LTD. (TRUST ACCOUNT)

17,929,300

8.78

CITY INDEX ELEVENTH CO., Ltd

5,471,000

2.68

Custody Bank of Japan, Ltd. (TRUST ACCOUNT)4,186,100

2.05

JPLLC-CL JPY

2,288,089

1.12

JP JPMSE LUX RE MERRILL LYNCH INTERNATI EQ CO

1,800,000

0.88

STATE STREET BANK AND TRUST COMPANY 505103

1,491,112

0.73

BNYMSANV AS AGENT/CLIENTS LUX UCITS NON TREATY 1

1,280,200

0.62

Name / Company NameControlling Shareholder (except for Parent Company)(―)

Parent Company

SBI Holdings, Inc.
(Listed Stock Market: Tokyo Stock Exchange)(Code) 8473

Supplementary Explanation [UPDATED]
1. The above is listed by the substantial holdings as far as the Bank knows, as of September 30
2022.
2. Shareholding percentages have been calculated by deducting treasury shares (54,915,601)
from denominator and rounding down to the second decimal place.

3. Corporate Attributes

Listed Stock Market and Market Section

Tokyo Stock Exchange Standard Section

Fiscal Year-End

MarchType of Business

Banks

Number of Employees (consolidated) as of the End of
the Previous Fiscal YearSales (consolidated) as of the End of the Previous
Fiscal Year
Number of Consolidated Subsidiaries as of the End of
the Previous Fiscal Year

More than 1000
From ¥100 billion to less than ¥1 trillion
From 100 to less than 300

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
Independent Outside Directors represent the majority of the Bank’s Board of Directors. The Board
discusses and deliberates important transactions and actions that may cause conflict of interest
between major shareholders and minority shareholders for pre-screening and posttransaction/action monitoring. In addition, the Parent Company Transaction Screening Committee
fully consisting of Independent Outside Directors was established to deliberate and considertransactions with the parent company from the viewpoint of managing conflict of interest andprotecting the interest of minority shareholders.

5. Other Special Circumstances which may have Material Impact on Corporate Governance
As a bank licensed to operate in Japan, the Bank assumes the responsibility of ensuring that theentire Bank Group, including all subsidiaries, practices appropriate compliance and risk
management in accordance with all related laws and guidelines. Close cooperation and coordination
between the parent company and its subsidiaries is essential to ensuring that the Bank fulfills this
responsibility.
Regarding the management of insider information and information security, the entire Bank Group
is keenly aware of the need to ensure that legal violations do not occur, and toward that end wehave established appropriate procedures and communication systems.
Regarding transactions involving directors and related parties, please refer to the Principle 1.7
Related Party Transactions in the “Disclosure Based on the Principles of the Corporate GovernanceCode” section.

II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Organization Form
[Directors] Maximum Number of Directors
Stipulated in Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation

Company with an Audit & Supervisory Board(kansayakukai-setchi-gaisha)20
One year

Chairperson of the Board

Chairman of the Board

Number of Directors

Nine

Establishment of Outside Directors

Established

Number of Outside Directors

Five

Number of Independent Directors

FiveOutside Directors’ Relationship with the Company (1)[UPDATED]
Name

Attribute

Yasuhiro Hayasaki

From anothercompany

Ayumi Michi

LawyerMasahiro Terada

LawyerRelationship with the Company*
a
b
c
d
e
f
g

h

i

j

k

From another○company
From anotherYurina Takiguchi
company* Categories for “Relationship with the Company”* ”○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the past
Kei Fujisakia. Executive 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 company 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 listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as a director/Audit & Supervisory Board (kansayaku)
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company 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/Audit & Supervisory Board(kansayaku) 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

Outside Directors’ Relationship with the Company (2)[UPDATED]Name

Designation as
Independent
Director○

Reasons of Appointment
In order to reflect in the Bank’s
management his experienceand a wide range of knowledge
in the field of finance, including
a career at the Bank of Japan.
In addition to the independence
from internal management
assured by his position as an
Outside Director, he is not likely
to generate any conflict ofinterests
withordinaryshareholders. Therefore, theBank has submitted to theTokyo Stock Exchange, Inc. an“independent
directorstatement”(dokuritsu-yakuin
todokede-sho) that he is anindependent director.

Yasuhiro
Hayasaki○In order to reflect in the Bank’s
management her expertise andexperience as a lawyer as wellas her broad knowledge ofdiversity, including gender.
In addition to the independence
from internal management
assured by her position as an
Outside Director, she is not
likely to generate any conflict ofinterests
withordinaryshareholders. Therefore, theBank has submitted to theTokyo Stock Exchange, Inc. an“independent
directorstatement”(dokuritsu-yakuin
todokede-sho) that she is anindependent director.

Ayumi Michi○

Masahiro
TeradaSupplementary Explanation of
the Relationship－

In order to reflect in the Bank’s
management his expertise andexperience as a lawyer, as wellas his experience as an inhouse attorney at a financial
institution and an outside audit& supervisory board member
etc. at other company.
In addition to the independence
from internal management
assured by his position as an

Outside Director, he is not likely
to generate any conflict ofinterests
withordinaryshareholders. Therefore, theBank has submitted to theTokyo Stock Exchange, Inc. an“independent
directorstatement”(dokuritsu-yakuin
todokede-sho) that he is anindependent director.
○

Kei Fujisaki

Mr. Kei Fujisaki is a holder of a
ShinseiBank
PowerFlex
comprehensive retail account forindividuals. TransactionsofPowerFlex accounts of individual
independent directors are thesame as normal transactions ontheaccountsofordinary
individual customers and haveno bearing on the Bank's
independence. We therefore do
not include here a summary of
the transactions of Mr. Fujisakiʻs
account.

○

YurinaTakiguchi

Voluntary Establishment of Committee(s) Corresponding toNomination Committee or Remuneration Committee

In order to reflect in the Bank’s
management his knowledge
and experience in financeobtained by assuming key
positions at financial institution.
In addition to the independence
from internal management
assured by his position as an
Outside Director, he is not likely
to generate any conflict ofinterests
withordinaryshareholders.Therefore,
theBank has submitted to theTokyo Stock Exchange, Inc. an“independent
directorstatement”(dokuritsu-yakuin
todokede-sho) that he is anindependent director.
In order to reflect in the Bank's
management her extensive
experience at mass media
includinganchorofTV
economic programs.
In addition to the independence
from internal management
assured by her position as an
Outside Director, she is not
likely to generate any conflict ofinterests
withordinaryshareholders. Therefore, theBank has submitted to theTokyo Stock Exchange, Inc. an“independent
directorstatement”(dokuritsu-yakuin
todokede-sho) that she is anindependent director.

EstablishedVoluntary Establishment of Committee(s), Members and Chairman
Name of theCommittee
Corresponding
to Nomination
Committee
Corresponding
toRemuneration
Committee

Nomination
andCompensation
Committee
Nomination
andCompensation
Committee

Total
numberofmembers

FullTime
members

Internal
Directors

OutsideDirectors

OutsideDirectors

OthersChairman

Five

Five

-

Five

-

-

OutsideDirectors

Five

Five

-

Five

-

-

OutsideDirectors

Supplementary Explanation
The Bank established the Nomination and Compensation Committee, an optional body, for further
enhancing the objectivity and transparency of the Board of Directors’ functions of appointing
candidates for directors and making decisions on directors’ remuneration.
The majority of the Bank’s Board of Directors is presently composed of outside directors (five of thenine directors are outside directors), ensuring objective and transparent discussions for appointmentof candidates for directors and decisions on the directors’ remuneration system and their specificremuneration levels. In order to reinforce this function, the Bank’s outside directors hold regularmeetings, the “Executive Session”, to share their expertise and information on business
management.
However, given the trend among Japanese companies to shift to a "Company with a Nominating
Committee, etc." or establish an optional nominating committee or a compensation committee fromthe perspective of “governance” in the ESG management philosophy, the Bank has concluded thatin order to improve the Bank’s accountability towards its stakeholders, including shareholders, it isnecessary to further enhance objectivity and transparency of the Board of Directors’ functions
related to appointment of candidates for directors and decisions on directors’ remuneration. To thisend, the Bank established an optional advisory committee, composed of outside directors only.
Based on a request from the Board of Directors, the Nomination and Compensation Committee isto discuss and respond to the Board concerning agenda items for the general meeting ofshareholders related to the election/dismissal of Directors, matters related to the election/dismissalof the President and CEO, and matters related to remuneration of Directors.
In order to fulfill its accountability towards stakeholders, The Bank will make efforts to continuallystrengthen its corporate governance framework by enhancing objectivity and transparency of thedecision-making process.

[Audit & Supervisory Board Members [Kansayaku]]
Establishment of Audit & Supervisory Board (Kansayaku Board)
Maximum Number of Audit & Supervisory Board (Kansayaku)
Stipulated in Articles of Incorporation
Number of Audit & Supervisory Board (Kansayaku)Member

Established
Five
Three

Cooperation among Audit & Supervisory Board Members (Kansayaku), Accounting Auditors and Internal
Audit Departments

The Audit & Supervisory Board Members invite the accounting auditors to participate in board
meetings. The accounting auditors then explain the status of verification of compliance with internal
controls at the Bank and Group companies and the contents of accounting audit reports andexchange opinions with the Board Members. To ensure their independence and the appropriatenessof audit methods, the Board Members also listen to presentations on audit plans and the internalmanagement system of accounting auditors.
The Audit & Supervisory Board Members receive regular status reports from each department
participating in the internal control system, including the Group Internal Audit Division, which is
responsible for internal audits, the Risk Management Group, and the Credit Assessment Division.
The Group Internal Audit Division, in addition to receiving the approval of the Audit & Supervisory
Board for its internal audit plans, must provide directly to the Board the same reports it provides to
the President. In addition to regular internal audits, the Audit & Supervisory Board may request theGroup Internal Audit Division to perform individual audits. The Board conducts efficient audits
through these efforts.

Appointment of Outside Audit & Supervisory Board Member (Kansayaku)

Appointed

Number of Outside Audit & Supervisory Board Member (Kansayaku)

Two

Number of Independent Audit & Supervisory Board Member (Kansayaku)

TwoOutside Audit & Supervisory Board Members’ (Kansayaku’s) Relationship with the Company (1)NameAttribute

Ikuko Akamatsu

CPA

Miyuki Nakagawa

Lawyer***Relationship with the Company*a b c d e
f g h

i

j

k

l

m

○

Categories for “Relationship with the Company””○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past“●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Kansayaku of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides compensation as an Audit & Supervisory Board Member (kansayaku)
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, or h)(the Audit & Supervisory Board Member (kansayaku) himself/herself only)
k. Executive of a company, between which and the Company outside directors/Audit & Supervisory Board
Member (kansayaku) are mutually appointed (the Audit & Supervisory Board Member (kansayaku)
himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the Audit &Supervisory Board Member (kansayaku) himself/herself only)
m. Others

Outside Audit & Supervisory Board Members’ (Kansayaku’s) Relationship with the Company (2)Name

Designationas
Independent
Director○

Ikuko
Akamatsu○

MiyukiNakagawa

Supplementary Explanation of
the Relationship
Ms. Ikuko Akamatsu is a holder
of a Shinsei Bank PowerFlex
comprehensive retail account forindividuals. Transactions ofPowerFlex
accounts
ofindividual independent directors
are the same as normaltransactions on the accounts ofordinary individual customers
and have no bearing on the
Bank'sindependence.
We
therefore do not include here asummary of the transactions of
Ms. Akamatsu's account.

Reasons of Appointment
In order to reflect in the Bank’s
audit operations her expertise incompliance and governance, etc.
and extensive experience as aconsultant
based
on
the
aforementioned expertise, as wellas her professional knowledge
and experience as a certified
public accountant and a certified
fraud examiner.
In addition to the independence
frominternal
management
assured by her position as an
Audit & Supervisory Board
Member, she is not likely togenerate any conflict of interests
withordinaryshareholders.
Therefore,
the
Bank
has
submitted to the Tokyo Stock
Exchange, Inc. an “independent
director statement” (dokuritsuyakuin todokede-sho) that she is
an independent director.
In order to reflect in the Bank’s
audit operations her expertise andexperience as a public prosecutor
and lawyer, in particular her
expertise in law and corporate
governance and her extensive
experience as outside director andoutside audit & supervisory board
member at listed companies.
In addition to the independence
frominternal
management
assured by her position as an
Audit & Supervisory Board
Member, she is not likely togenerate any conflict of interests
withordinaryshareholders.
Therefore,
the
Bank
has
submitted to the Tokyo Stock
Exchange, Inc. an “independent
director statement” (dokuritsuyakuin todokede-sho) that she is
an independent director.

[Independent Directors]
Seven

Number of Independent Directors
Matters relating to Independent Directors－[Incentives]

Stock Options / Restricted Stock Compensation

Incentive Policies for Directors
Supplementary Explanation

Remuneration of Directors, in addition to fixed compensation, now includes a stock option plan anda restricted stock compensation plan.

Inside Directors

Recipients of Stock Options
Supplementary Explanation

Eligible recipients are full time Directors (excluding Outside Directors).
[Director Remuneration]
DisclosureofIndividual
Remuneration

Directors’

No Individual Disclosure

Supplementary Explanation
Information about the amounts of compensation paid to Directors is disclosed in the Business
Report (Corporate/IR - Annual General Meeting of Shareholders) and the securities reports postedon the Bank’s website. The securities report for fiscal year 2021 (ended March 31, 2022) discloses
Directors’ compensation as follows.
Directors’ compensation: 121 million yen (paid to 6 Directors in total, of whom 3 has alreadyresigned, excluding Outside Directors.) 74 million yen of Base Remuneration, 33 million yen of
Equity remuneration type stock options, 13 million yen of Restricted Stock Compensations and 46
million yen of Non-monetary Remuneration, etc. are included in Directors’ compensation.
Audit & Supervisory Board Members’ compensation: 21 million yen (paid to one Audit & Supervisory
Board Member, excluding Outside Audit & Supervisory Board Members). Audit & Supervisory Board
Members’ compensation consists of Base Remuneration.
Outside Directors’ and Outside Audit & Supervisory Board Members’ compensation: 88 million yen(paid to 11 Outside Directors and Outside Audit & Supervisory Board Members in total, of whom 5
has already resigned.)
69 million yen of Base Remuneration, 11 million yen of Restricted Stock Compensations and 11
million yen of Non-monetary Remuneration, etc. are included in Outside Directors’ and Outside Audit& Supervisory Board Members’ compensation.
Notes:
1. Figures have been truncated to the unit stated in all amounts shown above.
2. 6 Directors also work as Executive Officer, of whom 3 has already resigned.

3.

4.

5.

6.

7.
8.

The 15th General Meeting of Shareholders held on June 17, 2015 adopted a resolution to set
ceilings for the total amount of compensation, etc. paid to Directors (seven Directors at thattime) at 180 million yen a year (including 60 million yen for outside Directors) and the 10th
General Meeting of Shareholders held on June 23, 2010 adopted a resolution to set ceilings forthe total amount of compensation, etc. paid to Audit & Supervisory Board members (three Audit& Supervisory Board members at that time) at 60 million yen a year. Also, the 22nd General
Meeting of Shareholders held on June 22, 2022 adopted a resolution to set ceilings for the total
amount of compensation, etc. paid to Directors (nine Directors at that time) at 230 million yen
a year. However, these amounts do not include salaries payable to Directors as the Bank’s
employees when they also work as the Bank’s employees.
The Bank resolved at its Board of Directors meeting, held on May 12, 2015 to abolish of theretirement allowance plan for Officers and the introduction of equity remuneration type stock
options to the Full-Time Directors (two Full-Time Directors at that time) was resolved at the 15th
General Meeting of Shareholders held on June 17, 2015. Separately from the maximum
remuneration stated above, the 15th General Meeting of Shareholders held on June 17, 2015
adopted a resolution to set ceilings for allotment the Subscription Warrants not exceeding 50
million yen annually to the Full-Time Directors as equity remuneration type stock options. Also,
the continuation of the stock options compensation plan for Full-Time Directors (two Full-Time
Directors at that time), in correspondence to the amendment of the Companies Act enacted
from March 1, 2021, was resolved at the 21st General Meeting of Shareholders held on June23, 2021. The revision of the ceilings for the allotment the Subscription Warrants to the FullTime Directors (four Full-Time Directors at that time) to not exceeding 75 million yen annually
was also resolved at the 22nd General Meeting of Shareholders held on June 22, 2022,
separately from the maximum remuneration stated above in Note 2.
At the 18th General Meeting of Shareholders held on June 20, 2018, the Bank resolved to
implement a restricted stock compensation plan targeting the Bank’s full-time Directors (twoFull-Time Directors at that time). The amount of remuneration has been resolved at 20 million
yen or less per year, which is within the scope of the existing limit of compensation for Directors
stated above in Note 3. Also, the continuation of the restricted stock compensations plan for
Full-Time Directors (two Full-Time Directors at that time), in correspondence to the amendmentof the Companies Act enacted from March 1, 2021, was resolved at the 21st General Meetingof Shareholders held on June 23, 2021. The revision of the maximum amount of the restricted
stock compensation to 25 million yen annually was also resolved at the 22nd General Meetingof Shareholders held on June 22, 2022, which is within the scope of the existing limit ofcompensation for Directors stated above in Note 3.
The Bank resolved at the 20th Ordinary General Meeting of Shareholders held on June 17,2020, the introduction of a restricted stock remuneration system targeting outside Directors(five outside Directors at that time). The amount of the compensation for outside Directors (fiveoutside Directors at that time) is up to 15 million yen per year, which is within the annual limitof 60 million yen per year as stated above in the note 3. Also, the continuation of the restricted
stock compensations plan for outside Directors (five outside Directors at that time), incorrespondence to the amendment of the Companies Act enacted from March 1, 2021, wasresolved at the 21st General Meeting of Shareholders held on June 23, 2021,
Non-monetary Remuneration, etc. include Equity remuneration type stock options andRestricted Stock Compensations.
Compensation amounts for directors are predicated on the content of the Bank’s current Plan
for Restoring Sound Management and are determined by the Board of Directors taking into
consideration the recommendations of the Nomination and Compensation Committee who
deliberate on compensation amounts within the scope of compensation amounts determinedat a general meeting of shareholders. The bank has introduced mid- to long-term incentive
compensation in order to enable directors to share with shareholders in the risks and benefits
associated with stock price fluctuations and to increase their motivation in their duties tocontribute to increasing the stock price and enhancing corporate value over the mid- to longterm. The Bank does not pay director bonuses to Directors in order to reduce the incentive forexcessive risk-taking.

9.

Based on the resolution passed at the 15th General meeting of Shareholders held on June 17,2015, the Bank paid 8 million yen for retirement benefit to three Directors who resigned andretired on February 8, 2022.

Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
Board of Directors’ policies and procedures in determining the remuneration of the senior
management and Directors
Management remuneration is appropriately managed with the recognition that the Bank is in theposition of having received the injection of public funds and currently executing the Revitalization
Plan, on the grounds of an appropriate evaluation of the Management’s duties and contribution to
performance based on results-oriented principles, and with reference to the Bank’s performanceand market standards. The remuneration of the Directors is determined by the Board taking into
consideration the recommendations of the Nomination and Compensation Committee (a voluntaryestablishment of Committee) which is consist of Outside Directors on the premise of the contents of
the Revitalization Plan and within the total remuneration determined at the general shareholder
meeting. The remuneration of the Directors is determined based on the policy on the ratios and theamount of each type of remuneration, which is determined by the Board of Directors taking into
consideration the recommendation of the Nomination and Compensation Committee.
The base remuneration shall be the fixed remuneration corresponding to their full-time or part-timestatus, positions and responsibilities, to be determined after deliberation by the Nomination andCompensation Committee on the appropriate level of remuneration as a public fund injection bankwith reference to the level of other companies in the same industry.
The amount of the Equity Remuneration Type Stock Options for full-time directors shall be
determined at a Board of Directors meeting, after deliberation by the Nomination and Compensation
Committee, by calculation using a formula that takes into account the Bank's stock price fluctuation
rate, the performance of the Bank's stock price in comparison with the stock price of the banking
industry and the Bank's net asset fluctuation rate during the previous fiscal year (i.e., Monthly baseremuneration × 4 × √(Bank's stock price fluctuation × Performance ratio of the Bank's stock pricefluctuation to TOPIX × Bank's net asset fluctuation rate) ), provided, however, that the amount of
the Equity Remuneration Type Stock Options shall be within a range of 1 to 12 times of monthly
base remuneration, in order for directors to share the risks and benefits of stock price fluctuations
with shareholders and to increase their motivation to contribute to medium- to long-term increases
in corporate value and stock prices, based on internal rules determined by the Board of Directors,
and it is provided that upon the occurrence of a certain event to a director, all stock options granted
to such director shall be waived.
A restricted stock compensation plan has been introduced for full-time directors (meaning directors
excluding outside directors) and outside directors with the objective of providing them with incentives
to continuously improve our corporate value and further promoting value sharing with shareholders
and, after deliberation by the Nomination and Compensation Committee, the amount to be granted
to each full-time and part-time director is determined corresponding to his/her positions and job
responsibilities and common shares are granted to each director at a certain percentage of the total
amount of remuneration for such director that is authorized by the General Meeting of Shareholders.
It is provided that upon the occurrence of a certain event to a director, all shares granted to suchdirector shall be acquired by the bank without consideration.
The ratio of the base remuneration to the total remuneration for full-time directors (meaning
directors other than outside directors) and outside directors shall be determined specifically at a
Board of Directors meeting, after deliberation by the Nomination and Compensation Committee,
generally on the basis that the base remuneration shall be 60% of the total remuneration, therestricted stock compensation shall be 15-20% of the total remuneration and the Equity
Remuneration Type Stock Options shall be 20-25% of the total remuneration with regard to full-time
directors, and the base remuneration shall be 80% of the total remuneration and the restricted stockcompensation shall be 20% of the total remuneration with regard to outside directors.
The Bank does not delegate the determination of the amount of remuneration. The Bank does not
pay director bonuses to Directors in order to reduce the incentive for excessive risk-taking.

[Supporting System for Outside Directors and/or Audit & Supervisory Board Members (Kansayaku)]
The Office in charge of the Board of Directors provides information needed by Outside Directors toproperly and efficiently fulfill their duties. Prior to meetings of the Board, the Office distributes draft
proposals and other documents to each Board member at a timing that allows sufficient time forreview prior to the meeting, thus securing a support system for Directors that ensures they have theinformation necessary to make appropriate decisions at Board of Directors meetings.
Similarly, assistants are assigned to provide support required by the Audit & Supervisory Board
Members to conduct audits.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions(Overview of Current Corporate Governance System)
The Board of Directors
Since its inception as the Bank in 2000, the management of the Bank has consistently engaged inmanagement which emphasizes the supervisory functions of outside Directors in order to achievetransparency and objectivity management as it seeks to achieve sustainable growth and enhance
the Bank’s corporate value over the mid to long term. In accordance with its corporate governanceframework as a “Company with an Audit & Supervisory Board,” the Bank has a Board of Directors
structure in which outside Directors outnumber internal Directors, with four Directors responsible fordaily business execution and five outside Directors (male: three, female: two). The current outside
Directors are a well-balanced group of executives that bring to the Bank their extensive experienceand expertise in a range of fields strongly related to the Bank’s business, including domestic andforeign financial businesses, legal and governance, risk management, real estate business, mass
media areas etc. Drawing upon their experience and expertise, the Bank’s outside Directors provide
independent and objective perspectives regarding the Bank’s management and operations and fulfil
vital roles as both supervisors and advisors to the Executive Directors.
The Board of Directors holds six scheduled meetings a year, with extraordinary meetings convened
as necessary. At these meetings, all Board members express their opinions freely and engage inrobust discussions. The outside Directors articulate their views regarding the management of theBank, drawing upon their diverse backgrounds to offer a broader range of perspectives on topics
being discussed and perform supervisory roles regarding management issues such as whether
optimum strategies are being adopted, whether the risk-return balance is appropriate and whether
a particular course of action will contribute to the growth of the Bank’s businesses. By determining
policy through such discussions, the Bank seeks to achieve sustainable growth and enhancementof the Bank’s corporate value over the mid to long-term, protection of the interests of all stakeholders
including our shareholders and customers as well as maintain appropriate business promotion
frameworks. Furthermore, efforts to improve the effectiveness of the Board of Directors by enabling
the Board members to focus on discussing key management issues and important matters which
affect the mid- to long-term sustainable growth of the Bank.
The Outside Directors and Audit & Supervisory Board Members of the Bank are not involved in the
day to day execution of the Bank’s business and in order to ensure the sharing of their independent
viewpoints as well as to share detailed information regarding the execution of the Bank’s businesswith each of the outside officers, the Bank holds regular meetings attended only by the outside
officers. Through these meetings each outside Director and Audit & Supervisory Board Member isable to more effectively fulfill their role as supervisors, advisors and auditors to the Executive
Directors responsible for the Bank Group’s day to day operations.
In regard to transactions with Directors, major shareholders, and other stakeholders, the Bank
conducts checks to avoid conflicts of interest and maintain the fairness of transactions. The Bank
has established frameworks for deliberating on relevant transactions at the Board of Directors
meetings and conducting necessary follow-ups. Regarding the transactions with the parent
company, the Parent Company Transaction Screening Committee will screen and monitor them,from the viewpoint of protecting the interest of minority shareholders. Term of office for Directors
has been set at one year in the Bank's Articles of Incorporation. Candidates for Director as well as
the remuneration of individual Directors within the parameters set for the upper limit for total
Directors’ compensation by the General Meeting of Shareholders will be decided by the Board of
Directors, after deliberation at the Nomination and Compensation Committee.
Executive Officers and Executive Committees and Group Executive Committee
To ensure flexible execution of day-to-day business operations, the Bank has defined “division” as
the basic operating unit and, the Executive Officers are appointed by the Board of Directors, will betasked with the oversight of individual divisions under the direction of the Executive Directors
including the President.
As for supporting functions, including human resource and accounting divisions, those functions on
the Bank’s group companies have been integrated into the “Group Headquarters” established within
the Bank, to the extent permitted by the Banking Act, the Corporation Act and other laws andregulations.
Additionally, the Bank has established the Executive Committee and the Group Executive
Committee, comprised of Executive Directors, Head of EO in charge and EO in charge of the “Group
Headquarters” etc., as the decision making body through which the President makes determinations
on important matters concerning overall Group management, as well as on the execution of theBank’s business, to realize optimal and efficient decision-making for the Group as a whole. The
Executive Committee and the Group Executive Committee are convened on a weekly basis in orderto deliberate on matters concerning the Bank’s and the Group’s business operations, and throughthese deliberations the alignment of the sections responsible for each business with the Bank’s andthe Group’s overall management strategy and strategic direction is ensured.
Furthermore, the Bank has established numerous cross-functional committees which are mainly
chaired by Head of EO in charge or EO in charge of the “Group Headquarters” , under the Executive
Committee and the Group Executive Committee in order to enable the Bank to appropriately andflexibly respond to issues arising from the increasing specialization and sophistication of thebusiness operations. (Group ALM Committee, Group Compliance Committee, Group Risk Policy
Committee, Group IT Committee, Group Business Continuity Management Committee, Group BaselCommittee, Group Management Development Committee, Group Sustainability Committee,
Doubtful Debt Committee, SME Loan Committee, etc.)
Audit & Supervisory Board Members/Audit & Supervisory Board
The Audit & Supervisory Board of the Bank is composed of one full-time member who has extensive
business experience at the Bank and is knowledgeable in finance and accounting and two outside
members (female: two), one of whom is an attorney and the other who is a certified public
accountant. By applying the expertise from their respective fields of specialization and theirknowledge of corporate governance and diversity, the Audit & Supervisory Board, which is fully
independent from the Board of Directors, engages in appropriate audits of the Board of Directors’
management of the Bank’s business. In addition, both outside Auditors are experienced as external
directors and consultants of other companies and by drawing upon their experience are able provide
views with greater objectivity from a position of greater independence, resulting in enhanced
effectiveness of the Audit & Supervisory Board’s auditing activities.
The Full-time Audit & Supervisory Board Members, in addition to personally conducting audit
activities such as attending key meetings, such as Executive Committee and Group Executive

Committee meetings, in addition to Board of Directors meetings, review key documents and as wellinterview Directors, Executive Officers and accounting auditors, engages with internal control
sections such as the Group Internal Audit Division and utilize staff of the Office of Audit &Supervisory Board (three employees) to systematically and efficiently audit the state of the businessexecution of the entire Bank Group including the Bank as well as its subsidiaries.
Internal Audit
The Group Internal Audit Division (GIAD) of the Bank regularly makes direct reports regarding theresults of audits and the status of GIAD activities to the President and the Audit & Supervisory
Board. The GIAD supports the President in his responsibility for controlling business execution, inparticular for establishing an effective system of internal controls, and also supports the Audit &Supervisory Board in their responsibilities for audit and supervisory activities, in particular formonitoring the system governing internal controls and its operation. The GIAD provides independentand objective assessments of the effectiveness of risk management, control and governanceprocesses, the reliability of information and information technology systems, and compliance withstatutory, legal and regulatory requirements as well as internal policy and procedure requirementsof the Bank, and provides solutions to management.
The GIAD is independent of all organizations subject to internal audits, as well as being independentof day-to-day operational activities and control processes, including regular preventive and detective
controls. The GIAD utilizes a risk-based audit approach and creates a comprehensive risk
assessment by combining a macro-risk assessment, assessing risk from the perspective of the
Banking Group as a whole, together with a micro-risk assessment, assessing risk from an individual
business level. Audit resources are prioritized to businesses or processes perceived to haverelatively higher risk.
In order to improve the effectiveness and efficiency of internal audit activities, it is important to gather
relevant information about the business departments. To do so, the GIAD has enhanced its off-sitemonitoring activities by attending key management meetings, reviewing internal control documents
and holding regular meetings with senior management.
Comprised of the Business Audit Team, the IT Audit Team and the Quality Control and Planning
Team, the GIAD takes the initiative in developing our internal auditors’ expertise, in particular,
strongly encouraging them to obtain professional certifications such as the Certified Internal Auditor
and Certified Information Systems Auditor qualifications.
While the GIAD pursues the development and introduction of new audit techniques, it also
recognizes the importance of maintaining fundamental skills necessary to performing its
governance-related duties. The GIAD has integrated internal audit functions within the Bank andmajor subsidiaries, and conducts internal audit activities in an integrated manner across the Bank
group. By receiving regular quality assessments carried out by a third party organization of groupinternal audit activities, we are able to identify opportunities for improvement from an objective
viewpoint.

3. Reasons for Adoption of Current Corporate Governance System
In companies with committees, responsibility for the normal conduct of business lies with the
responsible Executive Officers. Directors are mainly responsible for the oversight of businessexecution, thus realizing a clear separation of business executive and supervisory functions.
However, the Bank is now expected to ensure more active involvement by the Board of Directors ininternal control system establishment and risk management. It also recognized the need tostrengthen its audit functions, such as daily business execution audit activities by full-time Audit &Supervisory Board Members, and supervision of business execution and Director activities by Audit& Supervisory Board Members responsible for audits and independent from directors. Based onsuch an understanding, the Bank changed its governance framework as a “Company with an Audit& Supervisory Board” (kansayakukai-setchi-gaisha) June, 2010.

III. Summary of Measures Implemented for Shareholders and Other Stakeholders
1. Measures to Enhance Annual General Meetings of Shareholders and Enable the Efficient Exercise of
Voting Rights
Supplementary Explanations

2.

Early Notification of General
Shareholder Meeting

The Notice of Convocation of the Annual General Meeting of
Shareholders for the 22nd Term was mailed to the Bank’s
shareholders three weeks prior to the meeting. A digital copy of thenotice of convocation was also posted to the Bank’s website prior tothe mailing of the notice of convocation.

Scheduling AGMs in a Way
that Avoids Overlapping with
Other AGMs

The Annual General Meeting of Shareholders for the 22nd Term washeld on Wednesday, June 22, 2022.

Electronic Exercise of Voting
RightsThe Bank utilizes an online electronic voting system through thewebsite as well as a smartphone app.

Participation in an Electronic
Voting Platform and Measuresfor Enhancing the Exercise of
Voting Rights
Provision of Notices ofConvocation in English

The Bank utilizes the voting rights exercise platform for institutional
investors operated by ICJ.
The Bank provides Notices of Convocation in both English andJapanese, and posts digital copies of the notices on its website.

IR Activities [UPDATED]
Supplementary Explanations

ProvisionofExplanations bytheCompany
Representative
Not Applicable

Preparation and Publication ofDisclosure Policy

The Bank’s disclosure policy is included in “IR/SR
Policy of Shinsei Bank” available on the Bank’s
website.

Periodic Holding of Investor
Briefings for Analysts andInstitutional Investors

Following every quarterly financial results
announcement, the Bank holds investor briefings
with presentations and/or online meetings by the
CEO and the IR Officer on either the date of theannouncement or at a later date. The Bank also
has periodically conducted small group meetings
with investors.

Provided

Periodic Holding of Investor
Briefings
forOverseas
Investors

Following every quarterly financial results
announcement, the Bank provides investors
briefings on demand video archives in English(simultaneous interpretation) and holds online
meetings by the IR Officer on the date ofannouncement. The CEO and IR Officer haveconducted the IR meetings with institutional
investors, including attending overseas events.

ProvidedPosting of IR Materials on
Company Website

The Bank posts all materials in both English andJapanese on its website, including briefing
materials for periodic investor briefings foranalysts and institutional investors, online
meeting materials, and any briefing materials for
extraordinary investors’ meetings.

Not Applicable

Establishment of Department
and/or Manager in Charge ofIR

Six personnel from the Group Investor Relations& Corporate Communications Division are
responsible for IR activities.

Not Applicable

Other

1. Medium-Term Plan
The Bank held the investors briefing andconference call for domestic and overseas
investors and analysts to explain our MediumTerm Plan which commenced from fiscal year2022.
2. Integrated Report
The Bank issued Integrated Report as acomprehensive report including its strategies and
ESG for sustainable value creation of the Group,and posted it on the Bank’s website.
3. Initiatives for Fair Disclosure
The Bank has held the investors briefings on
demand video archives in both Japanese andEnglish via internet. For overseas investors whoface large time differences it has provided
separate online meetings in English.

Provided

3. Measures to Ensure Due Respect for Stakeholders [UPDATED]

Supplementary Explanations
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders

In compliance with “SBI Group Compliance Code of Conduct”, we
declare our commitments in the Charter of Shinsei Bank Group
Corporate Behavior, as we are to be;
1. a banking group that is sought out by customers, with stableprofitability, and contributing to be the development of industrial
economies in Japan and overseas
2. a banking group that values diverse talents and cultures and thatis continually able to take on new challenges in a changing
environment while taking into consideration experience and history
3. a banking group that has highly transparent management as well
as be trusted by all stakeholders including customers, investors, andemployees.
In order to realize this, we will comply with all laws, regulations andsocial norms in executing our operations, respect the basic humanrights of all people, and make decisions and act quickly with in-depth
analyses and flexible thinking.

ImplementationofEnvironmental Activities, CSR
Activities etc.

The Shinsei Bank Group recognizes that the sound development ofsociety is the foundation of the Group's existence, and believes that
it is important to fulfill its role as a good corporate citizen that
contributes to the development of a sustainable society. We regard
social contribution activities as activities that have a positive impact

on the creation of a sustainable society in which employees of the
Bank Group can participate with sympathy. We prioritize activities
with the themes of "Promoting social diversity including nurturing thenext generation" "environmental conservation" "Contribution to local
communities." We are actively promoting social contribution activities
while keeping in mind value co-creation in cooperation with support
destinations and partners.
Leveraging the strength of the Shinsei Bank Group, since 2012 theR”, a financial literacy
Group has positioned “MoneyConnection ○program, as an important CSR activity of the Group, and has been
implementing the program by supporting and collaborating with
Sodateage.net, a certified NPO which provides employment
assistance to young people. The program was co-developed by
Sodateage.net and Shinsei Financial in 2006, and is implemented
mainly for high school students across Japan, aiming to prevent
unemployment and isolation of young people. The program was
implemented in 1,358 high schools and 169,743 students as of
September 30, 2022. In collaboration with local communities, we arepromoting to root the program by strengthening relationships. At thesame time, we are working to expand our provision methods, suchas providing programs remotely and developing web apps.
The Shinsei Bank Group will continue to expand its contribution tosociety in the regions.
Development of Policies on
Information
Provisionto
Stakeholders

In order to increase management transparency, to ensure an
accurate understanding of the Bank’s business conditions andmanagement policies by customers, shareholders, and investors andto secure appropriate evaluations of the Bank by the financial
markets and society at large, the Bank actively discloses a wide
variety of information related to its management and business. In
addition to providing legally required disclosures, the Bank
endeavors to meet the disclosure requirements of customers andother stakeholders through the voluntary, timely, continuous, andimpartial disclosure of information.

Other

The Shinsei Bank Group established and has posted on Shinsei
Bank’s website the Group Sustainability Management Policy whichsets out the Group’s basic policy and direction for sustainability
management and initiatives for environmental and social issues.
The Group believes that securing diverse viewpoints and values andhaving them co-exist organically through sound conflict and fusion,i.e., realizing diversity and inclusion, will create new value, ensuresustainable growth and management principles of the Group andbecome the source of the Group’s competitiveness.
For promoting diversity and inclusion, we established the Diversity
Promotion Department in the Group Human Resources Division and
the Group Committee to Promote the Active Participation of Women
chaired by the heads of business sections to enhance theeffectiveness of the Group’s initiatives for promoting women’s taking
active roles. Since FY2020 we have also included diversity promotionin the performance targets for managers to promote initiatives in linewith each section. Furthermore, the President agreed with thedeclaration on action by a “Group of Male Leaders who will Create aSociety in which Women Shine” and “Women's Empowerment
Principles” (“WEPs”) to demonstrate our stance.
The Group’s action plan based on the Act on Promotion of Women's
Participation and Advancement in the Workplace aims to increasethe ratio of female managers and targets 18% for the ratio of female
managers at our five Group member companies for three years
starting from FY2020. As a result of our initiatives, the ratio as ofMarch 31, 2022 was 19%. Shinsei Bank’s Sustainability Target
published in June 2022 targets 30% or higher for 2030.
The action plan also aims to increase the ratio of employees taking
childcare-related leave to foster a corporate culture forunderstanding and supporting employees’ balancing of child raisingand career development, regardless of employees’ gender.
In addition, the Group has implemented the working-from-homesystem and has accepted employees’ engaging in side business tohelp the promotion of diverse workstyles for achieving continuous
value-creation. The Group is also promoting from FY2021 one-onone meetings which provide managers and their subordinates with
opportunities to communicate with each other for their growth. The
status of securing internal diversity including active participation of
female employees is published regularly in the Integrated Report,
etc.

IV.

Matters Related to the Internal Control System

1. Basic Views on Internal Control System and the Progress of System Development
In order for corporate governance to function effectively, in addition to creating business execution
oversight and decision-making frameworks around the Board of Directors, the placement offrameworks which facilitate the proper functioning of functions such as internal audits andcompliance is also necessary. Additionally, the creation of internal control systems as required by
the Corporation Act or internal controls which ensure the accuracy of financial reports as requiredby the Financial Instruments and Exchange Act is also a crucial element in a properly functioning
corporate governance structure. While management is responsible for ensuring the implementationof such internal controls, the proper function of overall internal controls can be ensured installing
detailed internal control frameworks within the Divisions executing business operations.
The Bank’s basic policy governing the internal control systems put in place in order to ensure the
propriety and efficiency of day to day operations and is defined in the “Internal Control Rules”
determined by the Board of Directors, and furthermore, the adequacy of internal control systems isreviewed annually by the Board of Directors. The “Internal Control Rules” stipulate that (1) theinternal control systems shall consist of a self-disciplined function in the business execution line in
the field (hereinafter, the “First Line”), management functions that are independent from thebusiness execution line in the field such as risk management and compliance functions (hereinafter,
the “Second Line”), and an internal audit line (hereinafter, the “Third Line”) and (2) in order to capture
and address serious risks and problems appropriately, the Board of Directors shall receive reports
from the Second and Third Lines in a timely manner and shall examine major policies and controls
regularly. The Rules, in addition to creating a framework for safeguarding the effectiveness of audits
by the Audit & Supervisory Board Members, defines “the SBI Group Compliance Code of Conduct”,
the Group Risk Governance Policy, the Risk Management Policy, the Group Information Security
Policy, the Regulations of Business Execution, the Subsidiaries and Affiliate Policy, the Group
Headquarters Organization Management Policy and the Internal Audit Policy as the underlying
provisions aimed at preserving the propriety, transparency and efficiency of the operations of theentire Bank Group including subsidiaries.
Furthermore, the Bank has instituted frameworks to ensure the propriety of the operations of theBank, and as required by “the Charter of Shinsei Bank Group Corporate Behavior” in regard to theprevention of relationships with antisocial forces, the Bank continues to prevent various damages
caused by such forces.
As for internal control for Group companies, we have consolidated support function of our Group
companies in the Group Headquarters and started its operation in an integrated manner since April
2017. Under these systems, the business activities of the subsidiaries and matters concerning theirgovernance are periodically reported to the Group Executive Committee and important mattersconcerning the management of the subsidiaries are submitted to the Group Executive Committee,
or the Important Committee for its approval or report. Also, in April 2021, we have revised theSubsidiary and Affiliate Policy, categorized subsidiaries and affiliates and clarified the roles andresponsibility of relevant sections including business divisions and the Group Headquarters, in orderto ensure necessary controls over joint ventures and overseas subsidiaries and affiliates, whichhave been increasing recently.
Through these measures, we are working to enhance internal controls as a whole group including
subsidiaries and affiliate companies.

2. Basic Views on Eliminating Anti-Social Forces
The Bank Group has made clear its position on the exclusion of antisocial forces, and the Group’s
Internal Control Rules state that the Bank and all Group companies will “prevent relationships with
antisocial forces." Accordingly, in our “Charter of Shinsei Bank Group Corporate Behavior”, we
declare that will take a firm and resolute stand against antisocial forces that threaten the order andsecurity of our society, and that we will consistently prevent illegal interference by such antisocial
forces and completely exclude and eliminate any relationships with such forces to block theiractivities.
Furthermore, on the organizational side, we have designated the Group Legal and Compliance
Division’s Financial Crime Information Department as the unit responsible for supervising andplanning management functions related to preventing transactions with antisocial forces. Working
closely with the Group General Services Division, which provides on-site responses, the Department
undertakes various initiatives directed at preventing relationships with antisocial forces. Morespecifically, the Department has established a monitoring system designed to help it better grasp
the presence or absence of contact with antisocial forces, including at Group companies, and it
reports regularly to the Bank's management. In addition, the Bank and its principal subsidiaries haveestablished oversight departments that dispatch officers to branch offices to deal with unreasonable
requests.
In addition, the Bank performs regular checks for possible involvement with antisocial forces before
entering into a transaction and after conclusion of the transaction. If a transaction is found to involve
antisocial forces, the Bank contacts all related professionals, including the police, advising
attorneys, and other relevant external organizations to resolve the issue and further strengthen its
system for eliminating contact with antisocial forces and all related transactions. The Bank shares
its information regarding antisocial forces with all Group companies, which have created similarsystems for checking for and eliminating transactions with antisocial forces.
Furthermore, in order to ensure thorough understanding of the need to prevent contact with
antisocial forces, the Group General Service Division timely visits the police and external specialist
organizations to gather relevant information on antisocial forces and actively participates in training
sessions on countermeasures against antisocial forces sponsored by external specialist
organizations. In addition to the timely distribution of information including Group companies, theGroup General Service Division revises response manuals and conducts crisis management
training according to circumstances, and conducts e-learning, which is available to all officers andemployees of the Bank and Group companies on this.

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

NA

Supplementary Explanation

The Bank has not adopted and does not plan to adopt any initiative intended to have an effect ofanti-takeover measures. When the Bank adopts and implements such an initiative, the Board of
Directors and the Audit & Supervisory Board will carefully examine their necessity and rationale,ensure appropriate procedures and provide sufficient explanation to our shareholders.
In the case of a tender offer, the Bank will disclose its intentions concerning the tender offer.

2. Other Matters Concerning to Corporate Governance System
Our Approach to Timely Disclosure
Our “SBI Group Compliance Code of Conduct” sets forth certain minimum requirements on all
executives and employees.
“SBI Group Compliance Code of Conduct”
2. Code of conduct to win the confidence of shareholders etc.
To conduct business with the emphasis on shareholders, customers, and society and positively andfairly disclose information
As an issuer of listed securities, the Bank has established the “Procedures for Timely Disclosure,”internal regulations to ensure the timely and appropriate disclosure of important corporate
information to investors. All officers and employees of the Bank are thoroughly versed in theProcedures. The responsibility for the management and timely disclosure of information resides
primarily with the Executive Officer, i.e. the Disclosure Officer and with the Group Investor Relations& Corporate Communications Division.
The specifics of the Bank’s system for timely disclosures are as follows:(1) The Bank has designated as "the controller of Timely Disclosure Information" all GMs ofdivisions, departments and branch offices that have jurisdiction over information requiring timely
disclosure, such as information about the Bank's business, operations and performance that isdeemed to have a significant impact on investors’ investment decisions. The managers
designated as responsible administrators are responsible for identifying, conveying andmanaging information requiring timely disclosure. They must report such information to theGroup Investor Relations & Corporate Communications Division as soon as they become awareof the information.
(2) If information requiring timely disclosure is considered "insider information," the responsible
administrator must also contact the Group Legal and Compliance Division, which is responsible
for management of insider information. In addition, if the information includes facts that require
submission of an extraordinary report, it must be conveyed to the Group Financial andRegulatory Accounting Division.
(3) The Disclosure Officer is responsible for the management and timely disclosure of information
requiring timely disclosure, and the Group Investor Relations & Corporate Communications
Division is responsible for releasing the information to the Tokyo Stock Exchange.

(4) Information requiring timely disclosure must also be reported to senior management in a timely
manner.
(5) The Group Financial and Regulatory Accounting Division submits securities reports andextraordinary reports to the director-general of the Kanto Finance Bureau. The preparation ofsuch documents includes audits of financial statements by an accounting auditor and, if
necessary, reviews by outside attorneys.
(6) The Group Investor Relations & Corporate Communications Division is responsible forcoordinating the public inspection of securities reports and similar documents at the corporate
head office and branch offices.
The Bank’s system for ensuring the timeliness and proper preparation of disclosures is as follows:(1) Important business execution matters are reported to and discussed by the Executive
Committee. Following to establishment of the Bank Group Headquarters in April 2017, a “Group
Executive Committee” is set in to resolute important decisions regarding the Groupmanagement. The Disclosure Officer also serves as a standing member of the Executive
Committee and the Group Executive Committee, helping ensure that all matters requiring
disclosure are listed.
(2) The Group Investor Relations & Corporate Communications Division endeavors to ensure
timely and appropriate disclosures through close coordination with all units of the Bank. Suchcoordination includes the constant exchange of information with each business group, early
detection of important information requiring timely disclosure, appropriate management of suchinformation, and the proper preparation of appropriate disclosure materials.
(3) The Bank has also established the Disclosures Committee as a body that deliberates on
securities reports and other disclosure items, makes judgements about the disclosure of events
not requiring timely disclosure, and submits its opinions to the President. Disclosures
Committee standing members include representatives from the Group Corporate Planning
Division, the Group Legal and Compliance Division and other relevant divisions. Meetings areheld whenever necessary.