Independent Officers Notification
1. Basic Information
Company name

JSP Corporation

Date submitted

June 13, 2024

Reason for this report

To submit a proposal for the election of Outside Officers to the Annual General Meeting ofShareholders
Information on Ms. Mayumi Noguchi was added.



Code Number 7942
Date of changes (Planned) June 27, 2024

All individuals who are qualified to be independent officers are designated as independent officers. (note 1)

2. Independence of Independent Officers and Outside Officers
No.

Name

Outside Director/
Outside Audit &Supervisory Boardmember

1 Takayuki Ikeda
2 Kiyoshi ItouOutside Director

3

Ryoko Sugiyama

Outside Director

4Koru Kurashima

Outside Director

Outside Director

Outside Audit &5 Yoshiaki Sawada
Supervisory Board
memberOutside Audit &6 Yoshiyuki Kawakami Supervisory Board
memberOutside Audit &7 Mayumi Noguchi
Supervisory Board
memberIndependentofficer aCategory (notes 2, 3)
bcdefghij

○
○
○
○k

Notl applicable○○○○

Descriptionof changeWith theofficer’s
consent
Yes
Yes
Yes

NewYes

○

△

Yes

○

○

Yes

○

Yes

3. Background of Officers and Reasons for Their Selections
No. Explanation of suitability to be an officer (note 4)
Not applicable.

1

Not applicable.
2

Reason for selection (note 5)
Mr. Takayuki Ikeda has abundant experience and discernment for
overall management, having served for a long time as president of acompany that engages in business globally. We expect that he will
utilize the above abundant experience, etc. to contribute to ensuring
the reasonableness and appropriateness of our decision-making,mainly with advice on strengthening the management base andrecommendations on important personnel affairs and remunerations
for officers as a member of the voluntary Nomination Advisory Board,Remuneration Advisory Board and Special Committee on
Governance, and protection of minority shareholders’ interests amongothers.
He has no personal, capital, business, or other significant interests in
the Company and we therefore believe that his independence as an
Outside Director of the Company has been secured.
In addition, he is designated as an independent officer because he isconsidered to have no potential conflict of interest with generalshareholders.
Mr. Kiyoshi Itou has abundant achievements and experience in theoverall management, having been involved in corporate management
for a long time. We expect that he will utilize the above abundantachievements and experience to contribute to ensuring thereasonableness and appropriateness of our decision-making, mainlywith advice on strengthening the management base andrecommendations on important personnel affairs and remunerations
1

3

4

5

6for officers as a member of the voluntary Nomination Advisory Board,
Remuneration Advisory Board and Special Committee on
Governance, and protection of minority shareholders’ interests among
others.
He has no personal, capital, business, or other significant interests in
the Company and we therefore believe that his independence as an
Outside Director of the Company has been secured.
In addition, he is designated as an independent officer because he isconsidered to have no potential conflict of interest with generalshareholders.
Not applicable.
Ms. Ryoko Sugiyama is an expert in environmental and waste issues
and has served as an external director of several listed companies for along time and has extensive knowledge and experience insustainability. We believe that she will be able to apply her wealth ofknowledge and experience to contribute to ensuring thereasonableness and appropriateness of our decision-making, mainlywith advice on sustainability management, recommendations onimportant personnel affairs and remunerations for officers as amember of the voluntary Nomination Advisory Board, Remuneration
Advisory Board and Special Committee on Governance, andprotection of minority shareholders’ interests among others.
She has no personal, capital, business, or other significant interests in
the Company and we therefore believe that her independence as an
Outside Director of the Company has been secured.
In addition, she is designated as an independent officer because she isconsidered to have no potential conflict of interest with generalshareholders.
Not applicable.
Mr. Kaoru Kurashima has abundant experience and discernment as amanagement executive, having served as president and in otherpositions of local subsidiaries of companies that engage in businessglobally. We expect that he will utilize the above abundant experience,etc. to contribute to ensuring the reasonableness and appropriatenessof our decision-making, mainly with advice on overseas businessexpansion and recommendations on important personnel affairs andremunerations for officers as a member of the voluntary Nomination
Advisory Board, Remuneration Advisory Board and Special
Committee on Governance, and protection of minority shareholders’interests among others.
He has no personal, capital, business, or other significant interests in
the Company and we therefore believe that his independence as an
Outside Director of the Company has been secured.
In addition, he is designated as an independent officer because he isconsidered to have no potential conflict of interest with generalshareholders.
Mr. Yoshiaki Sawada is from Nippon LifeMr. Yoshiaki Sawada has extensive knowledge and experience atInsurance Company and left the company at thefinancial institutions. We believe that he will be able to apply hisend of March 2018. The company owns 0.92% of wealth of knowledge and experience to our auditing work.
JSP’s shares and is also JSP’s funding source.
As noted on the left, Mr. Sawada is a former employee of Nippon LifeThe company’s share of JSP’s total outstanding
Insurance Company but there are no special transactions between theloans as of March 31, 2024 was 1.91%. The
company and JSP in the course of business activities. He has noamount borrowed from the company was lesspersonal, capital, business or other significant interests in thethan 0.5% of total consolidated assets as ofCompany and we therefore believe that his independence as anMarch 31, 2024.
Outside Audit & Supervisory Board member of the Company has been
secured.
In addition, he is designated as an independent officer because he isconsidered to have no potential conflict of interest with generalshareholders.
Mr. Yoshiyuki Kawakami is the partner of Tanabe Mr. Yoshiyuki Kawakami has abundant experience as a lawyer and& Partners. JSP has entered into a legal advisoryadvanced knowledge of law and compliance. We believe that he willagreement with Mr. Yoshiyuki Kawakami of thebe able to apply this wealth of knowledge and experience to thesame law firm and the amount of compensation
Company’s auditing services.
paid by the Company to the law firm for the2fiscal year ended March 31, 2024 was 3,805
thousand yen.

Not applicable.

7

He has no personal, capital, business, or other interest in the Company
and we therefore believe that his independence as an Outside Audit &Supervisory Board member of the Company has been secured. Inaddition, he is designated as an independent officer because he isconsidered to have no potential conflict of interest with generalshareholders.
Ms. Mayumi Noguchi has abundant experience and wide-ranging
knowledge as an expert of finance and accounting, including serving
as Head of a certified public accountant office for a long time andhaving practical experience of audits at an audit firm. We havenominated her as candidate for Outside Audit & Supervisory Board
member, because she is expected to perform duties of Outside Audit &Supervisory Board member of the Company properly by utilizing thisexperience and knowledge.
Although she does not have any experience of direct involvement incorporate management, for the above reasons we judge that she is able
to execute her duties as Outside Audit & Supervisory Board memberof the Company appropriately.
She has no personal, capital, business, or other significant interests in
the Company and we therefore believe that her independence as an
Outside Director of the Company has been secured.
In addition, she is designated as an independent officer because she isconsidered to have no potential conflict of interest with generalshareholders.

4. Supplementary Explanation
Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
Please refer to the following website.
https://www.co-jsp.co.jp/sustainability/g/g_system.html
Notes:
1. Mark the checkbox if all outside officers who are qualified to be independent officers are designated as independent officers.
2. Items to check concerning the category of each officer
a. Executive of JSP or its subsidiaryb. Non-executive Director or accounting advisor of JSP or its subsidiaries (for Outside Audit & Supervisory Board members)c. Non-executive Director or executive of a parent company of JSP
d. Audit & Supervisory Board member of a parent company of JSP (for Outside Audit & Supervisory Board members)e. Executive of a fellow subsidiary company of JSP
f. A party whose major client or supplier is JSP or an executive thereof
g. Major client or supplier of JSP or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from JSP
besides compensation as an Audit & Supervisory Board member
i. Major shareholder of JSP (or an executive of the said major shareholder if the shareholder is a legal entity)
j. Executive of a client or supplier company of JSP (which does not correspond to any of f, g, or h) (the Director/Audit &Supervisory Board member himself/herself only)
k. Executive of a company, where JSP Outside Directors/Audit & Supervisory Board members are mutually appointed (theDirector/Audit & Supervisory Board member himself/herself only)
l. Executive of a company or organization that receives a donation from JSP (the Director/Audit & Supervisory Board member
himself/herself only)
Note that all of the items from “a” to “l” are shortened versions of the text for items designated by securities exchange rules.
3. “○” when the Director/Audit & Supervisory Board member presently falls or has recently fallen under the category;“△” when the Director/Audit & Supervisory Board member fell under the category in the past“●” when a close relative of the Director/Audit & Supervisory Board member presently falls or has recently fallen under the category;“▲” when a close relative of the Director/Audit & Supervisory Board member fell under the category in the past
4. When any item from “a” to “l” is applicable to an independent officer, please include a brief explanation.
5. Please enter the reason for the selection of the independent officer.

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