Introduction

Corporate GovernanceCorporate Governance System (As of June 29, 2023)
Number of Directors

9
6(6)Average age of Directors

64

Term of office of Directors

1 yearParticipation of Outside Directors in selecting
Director candidates

Yes

Participation of Outside Directors indetermination of remuneration

Yes

Number of Corporate
Executive Officers*2

4

Number of Executive
Officers

25

Performance-linked
remuneration (Short-term
incentive remuneration)

Yes

Non-monetary remuneration(Medium- to long-term
incentive remuneration)

Yes

Overall Corporate Governance Structure

Ensuring the legality, soundness, and transparency ofthe management based on our Management
Philosophy, we strive to clarify responsibilities ofmanagement and execution, enhance supervisory andauditing functions, and promote accurate and prompt
decision-making as well as efficient execution ofbusiness operations, in order to enhance corporate
governance systems.

As a Company with a Nominating Committee, etc., we
aim to achieve sustainable growth and medium- tolong-term improvement of enterprise value by having
two bodies, the Board of Directors and the Executive
Committee, clarify and complement each other’s roles
and responsibilities with a certain level of tension.
The Board of Directors examines and discusses
management from a broader perspective, a bird’s-eye

view, to enhance the decision-making process formatters to be resolved, while also focusing on
monitoring based on reports from Corporate Executive
Officers.
The Executive Committee examines and discusses
issues from a deeper perspective, with an awareness ofgroup management, to make decisions and carry out
operations swiftly and appropriately.

Contents

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy

Financial Data

Basic views on corporate governance

The Investment Evaluation Committee chaired by the Executive
Officer in charge of financial affairs evaluates matters that requireevaluation of the significance, economy and risks related toinvestment, conducts post-investment follow-up, and reports to
Corporate Executive Officers and others concerned.

Corporate Strategy

Investment
Evaluation
Committee

Business Strategy*1: All six Outside Directors have been notified to the listing stock exchange as independent officers who
satisfy the Company’s “judgment criteria for the independence of Outside Directors.”*2: Includes a Corporate Executive Officer who concurrently serves as Director (Representative Corporate
Executive Officer and President).

How We Create Value

Number of Outside Directors (Thosebeing independent officers*1)

CEO’s Message

Policies and Systems

Introduction

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Structure of a Company with an Audit &Supervisory Board

Appointment/dismissal of Audit& Supervisory Board Members

Audit & Supervisory
Board

Board of Directors
Determine and supervise
business execution

Business execution
Representative
Directors
Directors

Standing Audit &Supervisory Board
Members

Board of Directors
Nominating
Committee*

Audit
Committee*

Compensation
Committee*

Determination of
proposal for election of
Directors, etc.

Audit of execution ofduties by Directors andCorporate Executive
Officers, etc.

Determination of
remuneration for
Directors and Corporate
Executive Officers, etc.

* Majority of members of each committee are Outside Directors
Appointment/dismissal of Corporate
Executive Officer

2002

2016

Established the Basic Policy on Corporate GovernanceStarted the evaluation of effectiveness of the Board of
Directors
Revised the Regulations of the Board of Directors(Orientation toward a monitoring model)

2021

Made a transition to a Company with a Nominating
Committee, etc. (Established Nominating,Compensation, and Audit Committees with a majority
being Outside Directors)

Increase in the Ratio of Outside Directors

Composition of the Board of Directors
To enable the board of directors to more effectively carry out
their supervisory functions as a Company with a Nominating
Committee, etc., our Director who is also an Corporate
Executive Officer is the Representative Corporate Executive
Officer and President only. The executive and supervisory
functions are clearly separated, ensuring that management isearnest and attentive. Based on this foundation, roughly
two-thirds (2/3) of the Board of Directors consists of Outside
Directors to make diverse and objective supervision a central
element of Board of Directors operations.
8 Non-Executive Directors

Outside 6

Representative
Corporate Executive
Officer and President
is the only Director
who concurrently
serves as corporate
executive officer.

Internal 3

2017

From 2021

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy

27%

67%

Note
June 2018 3/8 = 38%

June 2020 4/9 = 44%

June 2019 4/9 = 44%

June 2021 6/9 = 67%

Financial Data

2017

Corporate
Executive Officers

Corporate Strategy

2005

Established an advisory committee (to establish ad hoc
committees concerning nomination and compensation,and to improve transparency

Representative Corporate
Executive Officers

Business Strategy

History of Tokyo Gas in enhancing corporate governanceSupervise business execution

How We Create Value

Outside Audit &Supervisory Board
Members

Outside Directors

Appointment/dismissalof Directors

CEO’s Message

Appointment/dismissalof Directors

Contents

Shareholders Meeting

Business
execution

Adopted an executive officer system and reduced thenumber of Directors
Started appointment of Outside Directors

Structure of a Company with a Nominating
Committee, etc.

Shareholders Meeting

Audit

For over 130 years, since its foundation in 1885, theCompany has engaged in city gas business, primarily in
the Tokyo area. However, the world is entering an era ofdramatic changes to the energy field; therefore, based on“Compass2030”, our plan for 2030 and beyond, we must
accelerate our efforts to expand our business domains
and transform our business structure from now on.
We believe that driving management reforms will beessential to these tremendous transformation, thelargest since the Company was established. For thisreason, in June 2021 we made a transition to a
Company with a Nominating Committee, etc.

Beforetransition

Aftertransition
2021

Introduction

Transition to a Company with aNominating Committee, etc. (2021)

Introduction

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Introduction

Attendance at Meetings of the Board of Directors andNominating, Audit and Compensation Committees

Roles and activities of the Board of Directors

Number of Directors/membersof each committee

Number ofmeetings*1

Attendance rate*2

Board ofDirectors

9

13 times

100%

Nominating
Committee

4

8 times100%

Audit Committee

4

14 times

100%

5

4 times100%*1 F
 rom after the Shareholders Meeting in June 2022 until before the Shareholders Meeting in June 2023
*2 Average attendance rate of each member

Compass Transformation 23-25
https://www.tokyo-gas.co.jp/en/IR/support/pdf/20230222-05e.pdf

OutsideInternal

Business Strategy

Structure, Role and Activities of the Nominating Committee, Audit Committee, and Compensation Committee

How We Create Value

Compensation
Committee

CEO’s Message

The Board of Directors meets once a month in principle to make important decisions
regarding management plans and policies, and other management of the company, in
accordance with laws and regulations, the Articles of Incorporation, and regulations of
the Board of Directors.
In addition, the authority to make decisions on business execution has been largely
delegated to the Representative Corporate Executive Officer, and President, whichbrings speed to management and improves enterprise value through monitoring from abird’s-eye view of management as a whole.
In FY2022, in formulating the Tokyo Gas Group FY2023—FY2025 mid-term
management plan, Directors had constructive discussions from various perspectives
based on reports from the Executive Officers on business strategies (LNG business,
Overseas business, Electric power business, etc.) decarbonization strategy, grouppersonnel reform, and finance strategy.

Introduction
Contents

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy

Chairperson

75%

Chairperson

75%

The Audit Committee audits the execution of duties byDirectors and Corporate Executive Officers, determines
audit reports, and also determines agenda items concerning
appointment, dismissal, or refusal of reappointment of
independent auditors, among other matters.

Ratio of
OutsideMembers

Compensation
Committee
Chairperson

60%

The Compensation Committee sets policy for individual
remuneration of Directors and Corporate Executive
Officers, and makes decisions on remuneration of each
Director and each Corporate Executive Officer,
according to the policy, among other activities.

Main activities

Main activities

Main activities

 lection of candidates for Directors, including candidates forE
newly-appointing Outside Directors
Election of candidates for Representative Corporate Executive
Officer and President

Formulation of an audit plan of the Audit Committee
Establishment of an internal control system and auditing of its
operation status, etc.
Collaboration with the Internal Audit Department, Independent
Auditors and subsidiary auditors

Evaluation of results for FY2022
Formulation of performance KPIs for FY2023
Consideration of remuneration levels and composition ratios

Financial Data

The Nominating Committee makes decisions on proposals
to the Shareholders Meeting concerning appointments anddismissal of Directors and on proposals to the Board of
Directors concerning appointments and dismissal of
Corporate Executive Officers, among other matters.

Ratio of
OutsideMembers

Audit
Committee

Corporate Strategy

Ratio of
OutsideMembers

Nominating
Committee

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Introduction

Skills and Roles Demanded of Directors

Outside Director Skill Matrix

Introduction
Contents

Skills (up to four) held by Outside Directors are as follows:

TAKAMI Kazunori

EDAHIRO Junko

INDO Mami

ONO Hiromichi SEKIGUCHI Hiroyuki TANNOWA Tsutomu

How We Create Value

2 Sustainability
4 Marketing/Project development
5 Group management/GovernanceBusiness Strategy

6 Global business
7 M&A/Business restructuring
8 Communications
9 Finance/Accounting

p.63-64

Details about Each Skill

3 Digital/
Technology

Supervise the provision of solutions leveraging digitaltechnologies in order to transition to a Net-Zerosociety and establish a value co-creation ecosystem

4 Marketing/
Project
development

Supervise the migration from the city gas businessfocused exclusively on the Tokyo area to one thatinvolves multiple businesses and decentralized
management by transforming the LNG value chain

5 Groupmanagement/
GovernanceSupervise the business administration thatmanages multiple businesses while balancing
autonomy and overall optimization, and the
management and operation of personnel andorganizations

6 Global businessSupervise transformation of the Company’sbusiness structure as a global, total energy
company, development and implementation ofstrategies, and enhancement of the Company’s
discernment capabilities and risk management

7 M&A/Businessrestructuring

Supervise efforts to integrate and concentratebusinesses, from a multitude of angles, with theaim of achieving non-continuous, speedy growth,both in Japan and overseas

8 Communications

Supervise timely, high-impact communications
based on close public hearing activities withstakeholders

In conducting the above business field expansion
9 Finance/and M&A activities, supervise financial discipline andAccounting
investment strategies based on risk balances that
10 Risk Management differ from those in the past, while at the same timesupervising internal controls and risk management

Financial Data

Supervise the responsible transition to a Net-Zerosociety based on medium- and long-term energy
and environmental trends in Japan and overseas

Corporate Strategy

Reason for appointment of each Director (outside and internal)

1 Energy
2 Sustainability

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy

10 Risk management
All Internal Directors other than the
Representative Corporate Executive
Officer and President are non-executive
Directors. Their role is to provide proposals
and information in an appropriate andtimely manner in order to maintain theeffectiveness of the Board of Directors.

CEO’s Message

1 Energy
3 Digital/Technology

Outside Directors must possess thesupervisory skills necessary for achieving‘Compass2030,’ the Group’s management
vision, and supplementary skills thatcomplement the knowledge and experienceof the Company’s Inside Directors andCorporate Executive Officer.

CEO’s Message

The following have been designated as
skills that all Directors are to possess:‘The knowledge needed to manage
the Company at a deeper level,’ ‘The
mentality needed to lead the Company’stransformation,’ and ‘The questioning
abilities needed to identify the issues facedby the Company.’

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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To maintain and enhance the effectiveness of the Board of Directors, theeffectiveness of the Board of Directors was analyzed and evaluated throughdiscussion at the Board of Directors’ meetings on the results of the questionnairebased self-evaluations of each Director and the third-party evaluations .

According to the third-party evaluations, “the effectiveness of theBoard of Directors is generally maintained at a good level,” and we willcontinue to work tirelessly to further enhance the effectiveness.

Summary of previous evaluation results and specific initiatives

After confirming the results of the surveys and third-party evaluations, theBoard of Directors discuss the contents and methods of monitoring thatshould be further improved, as well as specific initiatives.

Based on the previous evaluations of the effectiveness of the Board of
Directors, the following Initiatives are being implemented by the Board of
Directors for FY2022.

STEP

4

STEP

1

STEP

2

Self-evaluation by each Director in the form of a questionnaire
The questionnaire is composed of a five-grade quantitative evaluation and afreely-written qualitative evaluation, enabling fixed-point observations.
As part of this, we are verifying whether we are making steady progress
toward our desired governance system after the transition to a Company with aNominating Committee, etc.

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Survey content

 omposition and operation of the Board of Directors (number of people,
C
members, agenda setting, content and explanation of materials, frequency andtiming of meetings)
Functions of the Board of Directors (governance system, decision-making,monitoring, coordination with the Nominating, Audit and Compensation Committees
Activities outside of the Board of Directors (offering of oppotunities tounderstand the operations, including workshops and on-site visit for directors)
Proposals for improvements related to the Board of Directors *Free
description only

Financial Data

Evaluation comments from the third party he average scores for both internal and external Directors were all above fourTout of five points, except for some items about the functions of the Board of
Directors for which the average score of external Directors was in the higher
three-point range, indicating that the effectiveness of the Board of Directors is
generally secured at a good level.
Regarding the contents and methods of monitoring, continuous improvements
and innovations are needed to seek optimal solutions even two years after thetransition to a Company with a Nominating Committee, etc.

CEO’s Message

Corporate Strategy
Corporate Strategy

The results of questionnaires submitted by each Director are compiled by athird party (external expert) to ensure transparency.
A third-party (external expert) evaluation is also added to the compiled
evaluation results.

3

 o formulate the 23–25 mid-term management plan, the Board of Directors
T
held multiple discussions on each business strategy, including the LNG
business, and group personnel reform.
To conduct periodic monitoring, such as checking the progress of KPIs,
including of key business subsidiaries, and set indicators based on the key
strategies in the 23–25 mid-term management plan.
To conduct site visits to overseas businesses, new businesses subsidiaries,
technology development laboratories, and digital innovation forums that willcontribute to business understanding.

Business Strategy

Aggregation and evaluation by third parties (external experts)

STEP

Specific initiatives

How We Create ValueIn line with the transition to a holdings-type group structure, it is necessary to
focus more than ever on group-oriented management and new business fields.
In monitoring management, it is necessary to update the indicators formonitoring by paying attention to the links with the goals set by the company.

Future initiatives

 ased on the initiatives for the next two years after the transition to a
B
Company with a Nominating Committee, etc., we will be even more
conscious of making improvements and enhancements by utilizing theknowledge and experience we have accumulated so far.
Since many of the opinions expressed are focused on “improving the qualityof discussion” and “improving agenda setting” setting, we will work on workon specific improvements and enhancements centered on these.

Contents

Summary of previous evaluation results (opinions at Board of Directors)

Summary of evaluation results (opinions from the Board of Directors)

 edium- to long-term discussions should be held for 2030 and beyond.
MIt is necessary to further align awareness of what monitoring should be like in a
Company with a Nominating Committee, etc.
Effectiveness of monitoring should be confirmed in short-term cycles.
Consider also having opportunities other than meetings of for businessunderstanding.
A detailed annual schedule for the Board of Directors agenda should be
prepared for more systematic monitoring.

CEO’s Message

Summary of evaluation results and future initiatives

Introduction

Effectiveness of theBoard of Directors

Introduction

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Introduction

Officer Remuneration System
The Compensation Committee held on June 29, 2021 resolved a Basic Policy on Officer
Remuneration.

Composition of remuneration for non-executive Directors (internal and outside)

0%

100%

Fixed remuneration

Medium- to long-term incentive

Trust-type share-based compensation

Basic remuneration (monthly)(non-financial compensation)

About 90%

Remuneration structure of Corporate Executive Officers(including those who concurrently serve as Directors)
Composition of remuneration for Corporate Executive Officers (illustration)

100%

0%

Fixed remuneration

About 65–70%

Short-term incentive
remuneration

Medium- to long-term
incentive

Bonuses (Performance-linked
compensation)

Trust-type share-based
compensation (non-financial

About 15–20%

About 10–20%

compensation)

Indicators for bonus evaluation for FY2023
Consolidated net profit

Profitability

Increase in number of gas and electricity accounts
Solution sales
Increase in contribution to Overseas operating profit in FY2030

GrowthAmount of new renewable power sources developed in Japan
Amount of new renewable power sources developed overseas

Non-financial
indicators

CO2 reduction contribution
Initiatives to achieve net-zero emissions of CO2 from our activities

Financial Data

Financial
indicators

operating profit + equity income of subsidiaries

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy
Corporate Strategy

The Basic Policy on Officer Remuneration, which was resolved at the Compensation Committee
meeting held on June 29, 2021, has incorporated non-financial indicators, in addition to financial
indicators, in the evaluation of term performance for bonuses of Corporate Executive Officers.
The amount of bonus payments is determined by quantitatively and qualitatively evaluating
and reflecting the progress of the term performance in relation to the performance evaluation
indicators for each post.

Business Strategy

Basic remuneration (monthly)

CEO’s Message

About 10%
How We Create Value

As a Company with a Nominating Committee, etc., a Compensation Committee has been
established as stipulated in the Companies Act, and it selects a chairperson from Outside
Directors, secures objectivity and transparency, and determines remuneration of individual
officers (Directors and Corporate Executive Officers).
(1) Role of officers and officer remuneration
The role assigned to officers is to seek to enhance short-term, medium- and long-term
corporate value, and officer remuneration shall serve as an effective incentive for them toperform that role.
(2) Level of officer remuneration
The level of officer remuneration shall be suitable for the role, responsibility andperformance of the officer, and be in consideration of changes in the businessenvironment, and the level of other companies according to the research of an external
specialized institution.
(3) Composition of annual remuneration
Remuneration of officers shall comprise fixed remuneration (basic remuneration) andincentive remuneration (bonus, share-based compensation).
A fixed amount in accordance with the post of each individual is paid as
Basic remuneration
monthly remuneration.
A s a short-term incentive remuneration, a bonus is paid once a year andBonuses
its amount reflects the evaluation of individual performance against
financial and nonfinancial indicators beside the basic amount set byeach rank. Indicators are reviewed and selected each year.
A s a medium- to long-term incentive remuneration, points are provided
Share-based
compensation
based on the base amount set by each rank. The stocks are provided
based on the number of points at retirement.
Remuneration for Directors is comprised of basic remuneration and share-based compensation,
while remuneration for Corporate Executive Officers (including those who concurrently serve as
Directors) is comprised of basic remuneration, bonuses, and stock compensation.
The approximate ratios of each type of remuneration for Directors are 90% in basic
remuneration and 10% in share-based compensation. The approximate ratios for Corporate
Executive Officers (including those who concurrently serve as Directors) are 65–70% in basic
remuneration, 15–20% in bonuses, and 10–20% in share-based compensation.

Contents

Composition of remuneration for Directors (illustration)
CEO’s Message

Basic Policy on Officer Remuneration

Introduction

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

ESG

Improving Group employee engagement*Resolved at a meeting of the Compensation Committee held on May 17, 2023, taking into consideration links with the
key management indicators of the 2023 management plan.

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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(2) Target persons
Directors (including Outside Directors), Corporate Executive Officers, and Executive Officers

Trust period

From August 2021 to August 2024 (tentative)

Amount to be contributed by the Company
as funds for acquiring shares¥461,889,900
Acquisition via disposal of treasury shares

Number of shares for the trust

224,600 shares

Corporate
Executive
Officers

Bonuses(performance-linked
remuneration)

Share-based
remuneration

Numberof eligible
officers(non-financial
remuneration)

216

192

–

24

9

(78)

(72)

(–)

(6)

(7)

264

174

52

38

4

(Notes)1. R emuneration for Directors includes the portion for one Outside Director who retired at the conclusion of the 222nd
Ordinary Shareholders Meeting.
2. R emuneration for one Corporate Executive Officers who concurrently serves as a Director is stated in the remuneration
for Corporate Executive Officers.
3. The amount of stock compensation is the amount recorded as expenses from April 1, 2022 to March 31, 2023.
4. The above amounts are rounded down to the nearest million yen.

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy

Financial Data

Press releases on the share-based compensation plan

Directors (ofwhich, Outside
Directors)

Basic
remuneration

Incentive remuneration

Corporate Strategy

Method to acquire shares for the trust(¥ million)

Fixed
remuneration

Business Strategy(3) Overview of the trust (at the time of setting up the trust)

Total value ofClassification
remunerationof officers

How We Create Value(1) Overview
The Company has established a share trust (see the “Overview of the trust”). Points areto be granted to officers each year according to their position, and they shall receive
company shares based on the points when they retire/resign.

Contents

Total value of remuneration by type (¥ million)
CEO’s Message

The Compensation Committee meeting held on June 29, 2021 resolved to introduce ashare-based compensation plan for Directors and Corporate Executive Officers with theobjective of providing incentives encouraging the enhancement of medium- to long-term
corporate value.
Separately, an introduction of a similar share-based compensation plan for executive
officers has also been resolved.

Total Remuneration for Directors, and Corporate Executive Officers for FY2022

Introduction

Introduction of a share-based compensation plan using a trust

Introduction

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

“Notice on the Introduction of a Share-based Compensation Plan” (June 29, 2021)
https://www.tokyo-gas.co.jp/Press_e/20210629-04e.pdf“Decisions on Matters related to Share Acquisition for the Share-based Compensation Plan” (July 28, 2021)
https://www.tokyo-gas.co.jp/Press_e/20210728-04e.pdf

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Introduction

Internal Control
Ensuring the legality, soundness, and transparency of the management based on ourManagement Philosophy, we strive to clarify responsibilities of management and execution,enhance supervising and auditing functions, and promote accurate and prompt decisionmaking, efficient execution of business operations, for sustainable growth andimprovement in medium- to long-term corporate value. In addition, Tokyo Gas and its
subsidiaries direct their efforts toward lasting development by respecting the autonomy ofeach and sharing the pursuit of total optimization as their common cause.
In order to ensure appropriate business operation of the Tokyo Gas Group, the Basic
Policy on Development of Internal Control Systems has been adopted by the Board of
Directors and Corporate Executive Officers have accordingly and effectively establishedthe Internal Control Systems and have been operating them.

Specific Examplesof Internal Control
System

1

2

3

4

5

6

7

System to ensure that
officers and employees
perform their duties
in conformance withlaws, the Articles ofIncorporation.

System to store andmanage information
regarding the executionof duties by Corporate
Executive Officers

Regulations and othersystems on managing therisk of loss of the Group

System to ensure that theperformance of duties
by Corporate Executive
Officers is conductedefficiently

System to ensure
appropriateness ofbusiness operation by theGroup subsidiaries

Items regarding
employees assisting withthe duties of the Audit
Committee

System concerning
reporting to the Audit
Committee and system toensure effective auditingby the Audit Committee

Business Strategy

Overview ofInternal Control
SystemHow We Create Value

Response to “Internal Control Reporting System”
To comply with the “Internal Control Reporting System” under the Financial Instruments
and Exchange Act, Tokyo Gas follows the internal control basic framework presented in
Financial Services Agency standards, arranges and administers internal control related tofinancial reporting, assesses their effectiveness, and improves them as necessary. In theinternal control report for the previous consolidated fiscal year prepared following thissystem, which found our internal control regarding financial reporting to be effective, theAuditors expressed the opinion that all the material points were represented appropriately.

CEO’s Message

Internal Control System

Introduction
Contents

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy

We have established a system for officers and employees of the Group to report to the Audit
Committee without delay, and ensure that members of the Audit Committee, who are selected by
the Committee itself, attend important meetings and express their opinions when necessary, andthat important information is made available. In addition, the Audit Committee has taken measures
as follows to ensure effective implementation of audit activities, including coordination with theInternal Audit Department and independent auditors.

Audit Sect. I
Internal Audit
Department
37 staff members(As of March 31, 2023)

Audit Sect. II
Audit Sect. III
Planning & Internal
Control Sect.

Confirmation of appropriateness of audit method
and results, confirmation of independence,
conveying of audit plans and results
Reporting of audit plans andresults, and exchange of opinions

Audit by
Independent
auditors

Audit by the Audit
Committee

Confirmation of appropriateness of internal
control, conveying of audit plans and results
Reporting of audit plans andresults, and exchange of opinions

Reporting of audit plans and results, and exchange of opinions

Internal audit

Financial Data

Audit Committee

We have established a department
responsible for internal audits of the Group(hereinafter referred to as the “Internal Audit
Department”) to efficiently and effectively
audit the status of business execution. The
Internal Audit Department reports the audit
results to the President, the Management
Committee, the Audit Committee (dualreport line), and Directors of the audited
subsidiaries.
The Internal Audit Department is anorganization for internal audit of theCompany, which is established to conduct
professional audits. Its organizational
structure and number of employees areshown on the right.

Corporate Strategy

Internal Audit Department

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Introduction

Compliance
We have formulated and implemented escalation rules that encourage any employee
finding anything unusual to notify the employee’s manager without hesitation and havebeen effectively operating internal and external consultation desks. We are thereby
endeavoring to ensure that compliance-related issues are discovered and resolved at an
early stage and our corporate self-regulatory processes functions effectively.
We monitor the effectiveness of Group compliance promotion activities by conducting
regular compliance awareness surveys of all employees. The results of these surveys arereflected in initiatives for the following years. Moreover, the Internal Audit Department
conducts internal audits of the Company and its subsidiaries, focusing on potential risks
that may materialize and their degree of importance from the viewpoint of strict compliancewith laws and regulations, corporate ethics and social norms. The status of improvement
concerning any recommendations made as a result of the internal audits is checked in afollow-up audit in the following year to ensure steady improvement in risk management.

Respect for human rights

President and CEO

Management Ethics Committee
ReportingInstructing, reporting

Supporting,reportingSupporting,reportingBusiness
Departments
Key businesssubsidiaries

Supporting,reporting

Subsidiaries

Compliance Committee
Notifying,consulting

Notifying,consulting

Notifying, consulting

Employees

Notifying, consulting

Financial Data

Tokyo Gas LIFEVAL

Compliance Dept.

Contents

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy
Corporate Strategy

Chairperson: President and CEO

The Tokyo Gas Group positions “Respecting human rights across the entire value chain” as
one of the material issues. We have established a Sustainability Committee, chaired by the
President, to promote respect for human rights and its continuous improvement throughout
the Group based on Tokyo Gas Group Human Rights Policy.
Specifically, we are establishing a mechanism for human rights due diligence based on
the United Nations Guiding Principles on Business and Human Rights and other global
standards. With regard to human rights issues throughout the supply chain, we determine
priorities by assessing risks in consideration of the potential human rights violations in eachbusiness sector, product, and region, taking into account the specific circumstances of ourcompany Group. We also present our suppliers with the Purchasing Guidelines for
Suppliers, request that they show consideration for human rights, and conduct risk
assessments and analysis through surveys etc., to implement initiatives for improvement. In
addition, we have established consultation offices both inside and outside the company tohandle issues related to compliance, including those concerning human rights. If it is foundthat human rights violations are being caused or promoted through our business activities,
we take appropriate measures to rectify and remedy the situation.

Business Strategy

Compliance Framework

How We Create Value

Compliance Risk Management

The company has established the Management Ethics Committee, chaired by the
President, to promote transparent management and foster an open organizational culture
through discussions related to compliance in general, including compliance with laws andregulations as well as with our management philosophy. We also monitor the
implementation status of various measures and confirm activities in the following fiscal year
and beyond. Also to that end, we have set up a Compliance Committee for each divisionand subsidiary to carry out initiatives based on their actual situation.
We have also established “Our Code of Conduct,” which serves as a code of conduct for
the Tokyo Gas Group in the course of our business operations, and we use workplace
discussions in which all employees participate at their respective workplaces, as well as
level-specific training coinciding with hiring and promotion, to ensure that employees arecontinuously and thoroughly informed.

CEO’s Message

Compliance Structure

Introduction

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Introduction

Risk Management System

Ordinary-time responsea significant risk emerges) method. The Risk Management Policies stipulate that theBoard of Directors, taking into account the importance of risk management, shall always
oversee the effectiveness of risk management and take appropriate action when asignificant risk occurs.

Enterprise Risk Management (ERM) System
Securities Markets and Other Stakeholders
Disclosure of risk information through Securities Report, Financial results
and Sustainability Report
Reflection of results of risk assessment

Committee supporting rational decision-making by Corporate
Executive Officers
Confirmation of major risks, etc.
Reporting and proposal of plans for assessmentof major risks and other necessary matters

Clear statement of risk
management policies

Report regarding results of risk assessment,
status of implementation of countermeasures,status of improvement, etc.

Improvement proposals
Convey statement of risk
management policies

Business Departments / Subsidiaries

Business or other risks which may significantly affect judgment of investors (as of April 1, 2023)
1.Risks associated with accidents, disasters, etc.

3. Risks associated with business execution(1) Energy resource procurement difficulties(1) Risks related to existing businesses(2) Natural disasters

1. Decrease in demand caused by intensified competition
2. Fluctuation in material prices
3.Changes in laws, regulations, and national or local policy(2) Shutdown or malfunction of IT systems(3) Cyber attacks

4. F luctuation in gas sales volume caused by climate change(5) Unforeseeable, large-scale power outages

5. D ecrease in existing demand caused by changes in thebusiness environment(1) Compliance violations

6. Interruption of telephone services at call centers(2) Response to new environmental regulations(7) Reputational damage arising from a city gas accident ofanother company

2. Market fluctuation risk
(1) Fluctuation in market prices and interest rates(2) Fluctuation of the electric power market and LNG prices

7. Delay in technology development(3) Insufficient customer services(2) Risks associated with overseas business development (4) Insufficient response to human rights issues(3) Delay in development of new markets(4) Inability to recover investments

President and CEO (Organization Leader)

5. Risks related to corporate social
responsibility(4) Spread of a highly virulent or contagious infections(6) Problems in securing the safety of city gas and in quality of gas
appliances

Emergency Response Organization*

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director(1) Leakage of personal information

Collaboration
Instructions/ordersReportCorporate
Planning Dept.

Financial Data(3) A ccidents and supply impairments accompanying city gas
production and supply, and power generation

4. Risks related to information
management and system operation

Contents

Corporate Strategy
Corporate Strategy(1) Identifying and evaluating risks, formulating and implementing
risk countermeasures(2) Improvement of risk assessment, countermeasures

Business Strategy

Risk Management Committee (Chairperson: Executive Officer of the
Corporate Planning Dept., Executive Office: Corporate Planning Dept.)
Identifying and confirming Group risk management

Because the Group provides public services that comprise a lifeline,
for many years it has also had a crisis management system thatserves as a response system in case an accident or other riskrelated event actually occurs. Specifically, we have formulated
Emergency Response Organization Regulations. In case of major
crises, including major natural disasters, such as earthquakes, or
production or supply disruptions arising from major accidents at
pipelines or LNG terminals, as well as spread of highly pathogenic or
infectious diseases, terrorism, failures in mission-critical IT systems,
and compliance problems, the Emergency Response Organization
has been established to respond to the situation immediately inaccordance with the Emergency Response Organization
Regulations. Periodic training is conducted in relation to response
measures against large earthquakes, cyber terrorism, and othermajor risks. Moreover, the company has also formulated a BusinessContinuity Plan (BCP) outlining its responses in the event of a major
earthquake of the magnitude as assumed by Japan’s Cabinet Office,a major accident disrupting gas supply, a widespread blackout,highly pathogenic or infectious diseases, etc. This plan is in place toreinforce the company’s risk management system.

How We Create ValueOur Risk Management Regulations have explicitly statedspecific initiatives and major risks at ordinary times and an
enterprise risk management (ERM) system has been
established to undertake them. The Risk Management
Committee was established with the aim of improving themanagement level of the ERM system. The Committee
checks progress regarding the establishment and operational
status of the ERM system, including periodic risk
assessments. It also reports to a committee that supports the
Corporate Executive Officers’ reasonable decision-making.
Under the framework, around 240 risk management
promotion officers (as of April 1, 2023) are deployed in thebusiness departments of Tokyo Gas and its subsidiaries inorder to promote ERM. Each year, we assess risks and theimplementation and improvement status of countermeasures.
This system facilitates the steady implementation of the
ERM-PDCA (Plan-Do-Check-Act) cycle.

Emergency-time response

CEO’s Message

In accordance with the Risk Management Policies which stipulated basic items of theTokyo Gas Group’s risk management, we have established an enterprise risk management
system and are using an “ordinary-time response” (to understand risks and implement
measures against the risks) method, or an “emergency-time response” (to respond when

Introduction

Financial Data

(Group-wide coordination)

Business Departments/Subsidiaries* A department in charge of an executive office is predetermined depending on the typeof emergency.

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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(Nominating Committee Member andCompensation Committee Member)

Mr. UCHIDA Takashi has experience mainly in operations related to corporate
planning, and energy resources & global business. As the Representative
Corporate Executive Officer and President until March 2023, he engaged inefforts for a smooth transition of the management structure and achieved
further growth amid changes in the environment surrounding the Company,
including the full deregulation of the electric power and gas retail markets,
legal separation of the Pipeline Network Division, and transition to a newgroup management structure. Currently, as Director he is working to enhance
corporate governance.

Roles played
at the Board of
Directors

During the term of office as the Representative Corporate Executive Officer andPresident, as a Director who also serves as a Corporate Executive Officer, Mr.
UCHIDA organically connected the Corporate Executive Officers and the Boardof Directors, including by providing appropriate and timely explanations on thestatus of business execution to the Board of Directors to enable it to provide
appropriate supervision. Currently, as a Chairperson of the board, he works to
improve the effectiveness of the Board of Directors by utilizing his experiences.

Reason forappointment

Mr. TAKAMI Kazunori’s management capabilities, based on the broad vision andin-depth knowledge he developed as an executive in the electrical industry, andespecially the marketing sense he acquired from the consumer perspective in thehome appliance business, will greatly contribute to the promotion and supervisionof the Company’s management strategies.

Importantconcurrent
positions

Outside Director of Tokyo FM Broadcasting Co., Ltd.
Outside Director of Nojima Corporation
Outside Director of FUJITA KANKO INC.

Mr. SASAYAMA Shinichi has experience mainly in operations related to corporate
planning, electric power and DX. In recent years, he has promoted the Group’s
new challenges, including the formulation of the Group’s management vision(Compass2030), efforts to strengthen the energy trading business, and thedevelopment of the renewable energy business. Mr. SASAYAMA was elected
as Director, as he currently served as Representative Corporate Executive
Officer and President, leading the entire company toward the realization of the
FY2023–2025 mid-term management plan.

Reason forappointment
as theRepresentative
Corporate
Executive Officer,
President and CEO

We have appointed Mr. SASAYAMA as Representative Corporate
Executive Officer and President because he is the most qualified person
to head the company in the period of change when it is necessary totake up further challenges and make a leap forward in order to steadily
implement the FY2023–2025 mid-term management plan and ensure
the sustainable growth of the Group, amid significant changes in theexternal environment.

Outside Director(Nominating Committee Member andCompensation Committee Member)

EDAHIRO Junko

July 1993
Interpreter and translator
October 1998 Environmental journalist
July 2002
CEO of EcoNetworks Co. (Retired in July 2005)
August 2002 Joint Chief Executive of Japan for Sustainability (NGO)
April 2003
Representative Director of Edahiroba Inc. (Current
e’s Inc.) (Current position)
April 2005
Representative Director and Chairperson of
Change Agent Inc.
May 2006
Director and Chairperson of Change Agent Inc.
(Current position)
August 2010 Chief Executive of Japan for Sustainability (NGO)(Retired in July 2018)
September
Professor of Department of Environmental
2014
Management, Faculty of Environmental Studies ofTokyo City University (Retired in March 2018)
August 2018 Professor of Shizenkan University Graduate Schoolof Leadership & Innovation (Current position)
June 2019
Director of the Company (Current position)
October 2019 Representative Director of Shimokawa Seeds K.K.
(Retired in September 2022).
September
Representative Director of mirai-sozo.work
2020(Current position)
August 2022 Chief Director of Blue Carbon Network (Current
position)

Reason forappointment

Ms. EDAHIRO Junko’s in-depth knowledge regarding energy and sustainability,communication abilities, and extensive practical experience in communities, which
she has cultivated as a journalist and creator, will greatly contribute to the promotion
and supervision of the Company’s management strategies.

Importantconcurrent
positionsRepresentative Director of e’s Inc.
Director and Chairperson of Change Agent Inc.
Professor of Shizenkan University Graduate School of Leadership & Innovation
Representative Director of mirai-sozo.work
Chief Director of Blue Carbon Network

Mr. HIGO Takashi has experience mainly in operations related to finance,energy resources, corporate planning, and sales. He has engaged inefforts to improve the Company’s financial strength as well as to enhancecommunication with customers, shareholders, and investors. In recent years,
he has been dedicated to ensuring the soundness of management as the
Executive Officer in charge of the Secretary Dept., General Administration
Dept., Corporate Communications Dept., Sustainability Dept. and Internal
Audit Dept.

Reason forappointment as
Director

Outside Director(Chairperson of the Audit Committee)

INDO Mami

April 1985 Joined Daiwa Securities Co. Ltd.
April 2009 Senior Managing Director and General Manager ofConsulting Div. of Daiwa Institute of Research Ltd.
April 2013 Executive Managing Director and Deputy General
Manager of Investigation Div. of Daiwa Institute of
Research Ltd.
April 2016 Senior Managing Director of the Institute of Daiwa
Institute of Research Ltd. (Retired in December 2016)
December Commissioner of Securities and Exchange
2016
Surveillance Commission (Retired in December 2019)
June 2020 Audit & Supervisory Board Member (External) of
Ajinomoto Co., Inc.
June 2020 Outside Audit & Supervisory Board Member of AIG
Japan Holdings KK
June 2020 Director of the Company (Current position)
June 2021 Outside Director of FUJITEC CO., LTD. (Retired in
February 2023)
June 2021 Outside Director of Ajinomoto Co., Inc. (Current
position)
June 2021 Outside Director of AIG Japan Holdings KK (Current
position)
June 2023 Outside Director of Mitsui Fudosan Co., Ltd. (Current
Position)

Reason forappointment

Ms. INDO Mami’s capabilities in advanced and diverse management analysis
and guidance she developed as an analyst and advisor in the financial industry,
as well as her management sense from a risk perspective nurtured by her
experience in a monitoring agency, will greatly contribute to the promotion andsupervision of the Company’s management strategies.

Importantconcurrent
positions

Outside Director of Ajinomoto Co., Inc.
Outside Director of AIG Japan Holdings KK
Outside Director of Mitsui Fudosan Co., Ltd.

Introduction
Contents

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy

Financial Data

TAKAMI Kazunori

Reason forappointment as
Director

Newly appointed

HIGO Takashi

Corporate Strategy

Outside Director(Chairperson of the Compensation
Committee and Nominating Committee
Member)April 1978 Joined Matsushita Electric Industrial Co., Ltd.
(Current Panasonic Holdings Corporation)
December General Manager of Corporate Planning Office of
1998Electric Appliances and Housing Facility Companyof Matsushita Electric Industrial Co., Ltd. (Current
Panasonic Holdings Corporation)
June 2004 Director of Corporate National Marketing Div. of
Matsushita Electric Industrial Co., Ltd. (Current
Panasonic Holdings Corporation)
April 2009 Managing Executive Officer, President of Home
Appliances Company of Panasonic Corporation
April 2012 Representative Director, Senior Managing
Executive Officer and President of Appliances
Company of Panasonic Corporation
April 2015 Representative Director, Executive Vice President
and in charge of Japan region, Customer
Satisfaction, and Design of Panasonic Corporation
June 2015 Outside Director of Tokyo FM Broadcasting Co.,
Ltd. (Current position)
June 2017 Corporate Advisor of Panasonic Corporation(Retired in March 2018)
June 2018 Outside Director of Nojima Corporation (Current position)
March 2019Outside Director of FUJITA KANKO INC. (Current
position)
June 2019 Director of the Company (Current position)

Newly appointed

SASAYAMA Shinichi

Director (Audit Committee Member)

April 2017 Executive Officer and General Manager of Gas
Resources Dept., Gas Resources & Energy
Production Div.
April 2018 Executive Officer and General Manager of Gas
Resources Dept., Gas Resources & Energy
Production Div., and Representative Director andPresident of Tokyo LNG Tanker Co., Ltd.
April 2019 Managing Executive Officer, and Representative
Director and President of Tokyo Gas Engineering
Solutions Corporation
April 2021 Managing Executive Officer and Chief Executive ofEnergy Solution Div.
April 2022 Senior Managing Executive Officer and in chargeof Secretary Dept., General Administration Dept.,
Corporate Communications Dept., Sustainability
Dept. and Internal Audit Dept. (retired in March 2023)
June 2023 Director (Current position)

Business Strategy

Reason forappointment(Compensation Committee Member)

April 1986 Joined the Company
April 2015 General Manager of Finance Dept.

How We Create ValueUCHIDA Takashi

Director, Representative Corporate
Executive Officer, President and CEO

April 1986 Joined the Company
April 2016 Executive Officer and General Manager ofCorporate Planning Dept.
April 2018 Managing Executive Officer and Chief Executive of
Digital Innovation Div. and in charge of Corporate
Planning Dept.
April 2019 Managing Executive Officer and Chief Executive of
Digital Innovation Div. and in charge of Corporate
Planning Dept. and Business Transformation Project
Dept.
April 2020 Senior Managing Executive Officer and Chief
Executive of Asset Optimization & Trading Div.
June 2020 Director and Senior Managing Executive Officer andChief Executive of Asset Optimization & Trading Div.
June 2021 Senior Managing Corporate Executive Officer andChief Executive of Asset Optimization & Trading Div.
April 2022 Representative Corporate Executive Officer, Vice
President and CSO
April 2023 Representative Corporate Executive Officer,
President and CEO
June 2023 Director, Representative Corporate Executive
Officer, President and CEO (Current position)

CEO’s Message

Director, Chairperson of the Board

April 1979 Joined the Company
April 2010 Executive Officer and General Manager ofCorporate Planning Dept
April 2012 Managing Executive Officer and in charge of
Personnel Dept., Secretary Dept., ComplianceDept. and Internal Audit Dept.
April 2013 Managing Executive Officer and Chief Executive ofEnergy Resources Business Div.
June 2015 Director, Managing Executive Officer and Chief
Executive of Energy Resources Business Div.
April 2016 Representative Director, Executive Vice President
and Chief Executive of Residential Sales andService Div.
April 2017 Representative Director, Executive Vice President
and Chief Executive of Residential Service Div.
April 2018 Representative Director, President
June 2021 Director, Representative Corporate Executive
Officer and President
April 2022 Director, Representative Corporate Executive
Officer, President and CEO
April 2023 Director
June 2023 Director, Chairperson of the Board (Current position)

Introduction

Directors (As of June 29, 2023)

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Outside Director(Audit Committee Member)

ONO Hiromichi

SEKIGUCHI Hiroyuki

Reason forappointment

Importantconcurrent
positions

Mr. ONO Hiromichi’s management capabilities, based on the broad perspective
and in-depth knowledge he developed as an executive in the food industry, andespecially his management sense nurtured from a group perspective and a risk
perspective in the finance division will greatly contribute to the promotion andsupervision of the Company’s management strategies.

Reason forappointment

Mr. SEKIGUCHI Hiroyuki’s keen perception, deep discernment in approaching
the heart of matters, and great skills at presentation from the TV viewer’s
perspective concerning the overall economy including energy and sustainability,
which he developed through his experience as a TV journalist and seniorcommentator, will greatly contribute to the promotion and supervision of theCompany’s management strategies.

Importantconcurrent
positionsNone

Outside Director of Mebuki Financial Group, Inc.

Representative
Corporate
Executive Officers,
Vice Presidents

Mr. TANNOWA Tsutomu’s management abilities based on his broad view andin-depth knowledge he has acquired as a corporate executive of a chemicals
manufacturer, and knowledge on governance, especially his businesssense from a risk perspective developed through management reforms andbusiness restructuring, will be very useful in the promotion and supervision of
the management strategy which the Company aims for.

Importantconcurrent
positions

Chairperson of the Board of Mitsui Chemicals, Inc.
Outside Director of KDDI CORPORATION

Executive Officers

SASAYAMA Shinichi

CEO

KASUTANI Toshihide

Chief Executive of Global Business Company

KIMOTO Kentaro

CTO
Chief Executive of Green Transformation Company

OGAWA Shinsuke

Chief Executive of Customer & Business Solution
Company

From April 1, 2022, the Company expanded the chief officer structure to clarify their roles andimplement internal and external responses to management issues across the Group.
(The title of CFO was previously introduced).
CEO: Chief Executive Officer
CTO: Chief Technology Officer
CDO: Chief Digital Officer
CRO: Chief Risk Management Officer
CHRO: Chief Human Resources Officer
CIO: Chief Information Officer
CFO: Chief Financial Officer

Senior Managing
Executive Officers

Managing Executive
Officers

TANAZAWA Satoshi
SATO Hirofumi

CFO
In charge of Financial Management Dept., Accounting Dept., and Purchasing Dept.,

SHIGITANI Ayumi

CIO
President, Representative Director of TOKYO GAS iNET CORP.

HOSOYA Isao

Chief Executive Officer of TOKYO GAS ASIA PTE. LTD.

SAITO Akihiro

In charge of Secretary Dept., General Administration Dept., Legal Dept., Corporate
Communications Dept., Compliance Dept., and Internal Audit Dept.

KONISHI Yasuhiro

President, Representative Director of Tokyo Gas Engineering Solutions Corporation

SUGESAWA Nobuhiro

TSUJI Eito
KONISHI Masako
Executive Officers

Chief Executive of Energy Trading Company

CDO
In charge of Digital Transformation Promotion Dept. and Business Development Dept., and
Deputy Chief Executive of Customer & Business Solution Company (In charge of Solution
Co-creation Dept. and Solution Technology Dept.)
CRO, CHROIn charge of Corporate Planning Dept. and Human Resources Dept.

Introduction
Contents

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy

Financial DataFor
reference

Reason forappointment

Corporate Strategy

Representative
Corporate
Executive Officer,
President and CEO

TANNOWA Tsutomu

Business Strategy

Corporate Executive Officers

Outside Director Newly appointed(Chairperson of the Nominating Committee
and Compensation Committee Member)

April 1976 Joined Mitsui Toatsu Chemicals, Inc. (Current Mitsui
Chemicals, Inc.)
April 2007 Executive Officer, General Manager of Human
Resources & Employee Relations Div. of Mitsui
Chemicals, Inc.
April 2010 Managing Executive Officer, Business Sector
President of Basic Chemicals Business Sector of
Mitsui Chemicals, Inc.
June 2012 Member of the Board, Managing Executive Officer of
Mitsui Chemicals, Inc.
April 2013 Director, Senior Managing Executive Officer of Mitsui
Chemicals, Inc.
April 2014 Representative Director, Member of the Board,
President & CEO of Mitsui Chemicals, Inc.
April 2020 Representative Director, Member of the Board,
Chairperson of Mitsui Chemicals, Inc.
June 2022 Outside Director of KDDI CORPORATION (Current
position)
April 2023 Chairperson of the Board of Mitsui Chemicals, Inc.
(Current position)
June 2023 Director of the Company (Current position)

How We Create Value

Outside Director(Audit Committee Member)

April 1979 Joined Japan Broadcasting Corporation
August 1987 Reporter in the Economics Section, News Department
of Japan Broadcasting Corporation (responsible
for covering the Ministry of Transport, Ministry of
Finance, Ministry of International Trade and Industry,
distribution companies, trading companies, the Bankof Japan, the finance sector, etc.)
June 1998 Economics Section Deskman, News Department ofJapan Broadcasting Corporation
June 2001 ‘Economics Front Line’ Newscaster, News
Commentator, General Broadcasting Administrationof Japan Broadcasting Corporation
April 2004 ‘Business Compass’ Newscaster of Japan
Broadcasting Corporation
June 2007 Chief News Commentator of Japan Broadcasting
Corporation
June 2014 News Commentator Vice-chairperson of Japan
Broadcasting Corporation
April 2017 ‘Ohayo Nippon/Oha Biz’ Newscaster of Japan
Broadcasting Corporation (responsible for corporate
strategy, energy affairs, green innovation, corporate
governance, growth strategy, industrial policy, etc.)
January 2022 Retired from Japan Broadcasting Corporation
June 2022 Director of the Company (Current position)

CEO’s Message

April 1979 Joined Ajinomoto Co., Inc.
June 2007 Corporate Executive Officer and General Manager,
Finance Dept. of Ajinomoto Co., Inc.
June 2011 Member of the Board & Corporate Vice President(In charge of finance and purchasing) (Retired inJune 2017)
Director of Japan Investor Relations
Association (Retired in June 2017)
April 2013 Member of the Investment Committee ofGovernment Pension Investment Fund (Retired inJune 2017)
June 2019 Outside Director of Mebuki Financial Group, Inc.
(Current position)
June 2020 Audit & Supervisory Board Member of theCompany
June 2021 Director of the Company (Current position)

Introduction

Directors (As of June 29, 2023)

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

In charge of Sustainability Dept., and Head of Regional Affairs

KADO Masayuki, ENDO Yo, KURIMOTO Kazuya, TAKEUCHI Atsunori, MINAMI Taku, YAKABE Hisataka, OHASHI Taro,
NAKAMURA Hajime, MIURA Kazutaka, MURAKOSHI Masaaki, SHIMIZU Seita, ENDO Masahiko, ISHIZAKA Tadashi,
KAWAMURA Toshio, KOWADA Yuko, GOSHIMA Nozomu

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Introduction

Dialogues with Shareholders and Investors
Shareholders Meeting

Main dialogue
opportunities
The maincorrespondents
are inparentheses

Q2 financial results and year-end financial results briefing(Representative Corporate Executive Officer, President and CEO)Q1 and Q3 financial results briefings and other briefings to be held
as needed
Briefing on Mid-term management plan (Representative Corporate
Executive Officer, President and CEO)President’s Small Meetings (Representative Corporate Executive
Officer, President and CEO)

Domestic and overseas institutional investor
interviews (Representative Corporate Executive
Officer, President and CEO and others)
Small Meetings with investors and Outside
Directors
Facility tour for Institutional Investors
Briefing for Individual Investors

based on questions from investors. We take the opinions
we received seriously and will utilize them in future
management policy decisions and monitoring ofexecution.
The following are Outside Directors’ responses to someexample questions from investors.

Q: How do you see your mission and expected role as an outside Director?
Director ONO Hiromichi

In addition to being aware of the questions “What can be done to increase thecorporate value of Tokyo Gas?” and “What should I say to make the governance of theBoard of Directors effective?,” I am thinking about what the business should be likebased on my experience as the head of marketing and management.
I have also long emphasized the importance of business portfolio management and theCompany announced the strengthening of such management as part of its mid-term
management plan. I believe that we will need to deepen consideration on the specificsteps in the future, so we will confirm them through monitoring at the Board of Directors.

Based on my experience in financial accounting and risk management, I strongly feel that I
have a role to play in internal control and risk management as well as in business.
One of the things that Tokyo Gas values very much, and what I realize when I actuallyparticipate in the Board of Directors, is the foundation of social trust—safety, security, andtrust—that it has built up over nearly 140 years. As I have learned from my experience in thefood industry, this kind of social trust takes a very long time to earn, but only a moment tolose. In order to connect the foundation of Tokyo Gas’s social credibility to the future, I will
steadily fulfill my role, including my responsibilities as an Audit Committee member.

Director EDAHIRO Junko

Financial Data

It is my enduring belief that the role of Outside Directors is to represent society,including our shareholders. I believe that there are things that are natural within thecompany but that may look different or out of step with the times from the outside, and I
frankly communicate questions and opinions on those points and monitor them.
I’ve been working on the climate change issue for a long time, and decarbonization is
my number-one priority. I am serving as an Outside Director with the belief that Tokyo
Gas will lead decarbonization throughout Japan. While fulfilling our responsibility toprovide stable energy supply to society as a whole, it is important to balance the orderand timing of our efforts to achieve net-zero CO2, and I will continue to play my role
while holding discussions with executives.

We received various questions that day, including the following.
What is necessary to improve the enterprise value of Tokyo Gas?
On which KPIs are you focusing in your monitoring?
What do you think about the relationship and balance between long-term perspectives such as working
toward decarbonization and short-term results?
What is the status of the discussion on capital efficiency?
What discussions were held when reviewing the shareholder return policy? What kind of approach did theOutside Directors make?
How do you view the decline in Price Book-value Ratio (PBR) over time?
Investment in growth areas is expected to increase, but how do you manage risk?
How is the quantitative effect of human resource investment measured?

Contents

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy
Corporate Strategy

Director TAKAMI KazunoriBusiness Strategy

In FY2022, we held the first small meeting between
investors and Outside Directors to enhance dialogue
toward improving enterprise value from a medium- tolong-term perspective.
Three Outside Directors (Directors TAKAMI, EDAHIRO,and ONO) attended the meeting and exchanged opinions

How We Create Value

Small Meeting between investors and Outside Directors (March 2023)

CEO’s Message

We are developing systems and implementing initiatives to promote constructive
dialogue with shareholders and investors.
We share the opinions and insights gained through dialogue with the Board of
Directors, Corporate Executive Officers, and related departments, and link them toimprovements in management plans, business activities, and disclosure.

Introduction

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Tokyo Gas Group Integrated Report 2023

Sustainability Factbook

Introduction
Contents

CEO’s Message

How We Create ValueThe Value Creation Process
Promoting Sustainability and Material issues

Business Strategy
Compass2030 & Compass Action
Compass Transformation 23-25
Introduction of Internal Companies
CFO’s Message

Corporate Strategy
Corporate Strategy
Financial Data

I believe that the most important role of Outside Directors is to monitor the operation of theGroup with our various stakeholders in mind. The way companies are viewed andevaluated changes over time. I believe that it is extremely important for our Group toembrace the change and to keep learning, and achieve growth while appropriately fulfilling
the roles required of us as a public entity of society.

Business Strategy

We will promote improvement of thetransparency in management in order to earn
the trust of our stakeholders and continue togrow as a corporate group.

How We Create ValueINDO Mami

CEO’s Message

Outside Director

Through my work as an analyst and consultant at a securities think tank, I was
extensively involved in corporate business model analysis and corporate management. I
have also objectively observed how the demands of the capital market on companies
change due to changes in the economic environment and society. Outside Directors havediverse backgrounds and expertise. It is our role to bring new awareness to the executives
from diverse perspectives.
Two years have passed since the transition to a Company with a Nominating Committee,etc., and the monitoring of execution by the Board of Directors has been improved over the
past two years. The environment surrounding our Group is changing drastically, including
the progress of energy liberalization, the acceleration of decarbonization, and the increasein geopolitical risks. In this situation, the Board of Directors has been holding discussions
to determine the major direction of the company, and the Outside Directors have actively
expressed diverse opinions, broadening the scope of discussions.
In particular, in FY2022, we examined each theme of the mid-term management plan at
the Board of Directors. I believe that the deep discussions held over the past six months
have made clear what the Group should aim for, what should be radically changed, andwhat new initiatives should be accelerated. Drawing on our experience. In formulating the
mid-term management plan, we will create an annual agenda for future Board of Directors
meetings and proceed with discussions systematically. I believe that this will further
improve the accuracy of monitoring.
Regarding the improvement of capital efficiency, which is one of the management issues,
we have set a target ROE of 8%, but to be honest, I would like to proceed with corporatetransformation so that we can aim to achieve 10% or more in the long term. With regard to therequest from the Tokyo Stock Exchange to take action toward realizing management that is
conscious of the cost of capital, we are still on the way to achieving a PBR of one, but
although it may take some time, we will work to show a path to realizing this as well.
The Group has already begun efforts to improve capital efficiency. For example, we haveestablished a system to evaluate investments through the Investment Evaluation Committee
based on the risk of each business, after verifying the cost of capital and other factors, andto continue monitoring after an investment is made. Now is the time for innovation, and it isnecessary to increase the ratio of growth investments, but we hope to gain further trustfrom our shareholders and investors by showing a path for future profit growth.
Since 1885, when SHIBUSAWA Eiichi founded the Company, our Group has developed
its business based on an entrepreneurial spirit and the high social significance of “lighting
Japan with gas lamps.” Now, we are definitely at a major turning point in our long history. I
hope that you all will support the transformation of our Group and enjoy the fruits of growth
together with us. To that end, management transparency and reliability are essential. As an
outside Director, I will refine management and make further efforts to improve enterprisevalue in order to meet the expectations of stakeholders.

Introduction

Message from Outside Director

Sustainability
Corporate Governance
Policies and Systems
Officer Remuneration System
Internal Control
Compliance
Risk Management System
List of Executives
Dialogues with Shareholders and Investors
Message from Outside Director

Financial Data

Web Site
Investor Relations Website
Investors’ Guide(Financial Data and Industry Data)
Financial Results Presentation Materials
Financial Results Bulletin
Corporate Governance Report

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Tokyo Gas Group Integrated Report 2023

Sustainability Factbook