Corporate GovernanceWest Japan Railway Company
Last Updated: July 19, 2024
West Japan Railway Company
Kazuaki Hasegawa
President and Representative Director
Contact: Stock and Organization Operation Group,
Corporate Governance Headquarters
Securities Code: 9021
https://www.westjr.co.jp

The corporate governance of West Japan Railway Company (the “Company”) is described below.
I. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic
Information
1. Basic viewsWest Japan Railway Group (the “Group”) has been making continuous efforts to contribute to the creationof a safe and prosperous society. With safety as its foundation, providing infrastructure services, with pointsof contact with many customers, and ties with local communities, the Group believes that it can play a rolein contributing to the creation of a future society by addressing social issues and “evolving our ties.” The
Group will create social and economic value through our business activities in line with “Our Purpose” forthis vision.
Based on “Our Purpose,” “Corporate Philosophy,” and “Safety Charter,” the Company will continue tomake constant efforts to improve railway safety, fulfill its corporate social responsibility, and strive forsustainable development.
In order to realize these objectives, the Company will execute business operations from a medium- tolong-term perspective in keeping with the intent of the “Corporate Governance Code” and the characteristics
of its businesses, and it will strive to establish long-term trusting relationship with each of stakeholders
including shareholders. Furthermore, from the perspective of improving transparency, soundness andefficiency of business operations, the Company, aiming for the enhancement of corporate governance, will
make efforts to improve the systems to ensure the following: establishment of corporate ethics,
strengthening of functions to monitor and supervise corporate management as well as facilitating prompt
decision-making and flexible execution of operations.
[Reasons for non-compliance with the principles of the Corporate Governance Code] [Updated]
Principle 1.4 Cross-Shareholdings
1. Policy for cross-shareholding
To achieve sustainable growth of the business aiming at an increase in the corporate value of the Groupover the medium- to long-term, the Company believes that it is important to strive for the maintenanceand strengthening of relationships with clients or suppliers which may contribute to such growth.
Therefore, the Company acquires and holds shares of the relevant client and supplier companies,
comprehensively taking into account matters including a synergetic effect on the businesses of the Group.
With regard to holding such shares, the Company examines whether such holding may contribute to theincrease of corporate value from the perspectives of medium- to long-term economic rationale and-1-relationships between the client or supplier and the businesses of the Group, and it confirms with the Boardof Directors concerning the objective and rationality of holding such shares.
2. Criteria for exercise of voting rights
The Company exercises voting rights based on judgments from such perspectives as contributions tothe businesses of the Group through the investees’ sustainable growth and such.
3. Disclosure of details of examination of whether or not the holding is appropriate and specific criteria
for exercise of voting rights
The Company comprehensively judges whether or not the holding is appropriate, by individual issues
based on the above policy. At its meeting of the Board of Directors held in June 2024, the Company
confirmed the rationality of holding its shares held as of March 31, 2024, upon having examined individual
holdings with respect to factors such as operating results, returns associated with the holdings, synergetic
effects, and risk, from the perspectives of medium- to long-term economic rationale and relationships
between the client or supplier and the businesses of the Group.
Moreover, for preparation and disclosure of the criteria for exercise of voting rights, the Company also
considers that the above criteria are adequate.
The proportion of listed stocks held by the Company to assets is insignificant.
4. Response to the holding of the Company’s shares
In the event that a company, etc. that holds the Company’s shares for the purpose of cross-shareholding
indicates intention to sell those shares, the Company will not carry out any actions to hinder this sale, suchas by implying a reduction of business transactions, etc.
[Disclosure based on the principles of the Corporate Governance Code] [Updated]
Principle 1.7 Related Party Transactions
To ensure that transactions with related parties do not harm the interests of the Company and the common
interests of shareholders and to prevent any concerns with regard to such harm, the Company complies withthe procedures prescribed in the Companies Act of Japan with regard to the competitive transactions andconflicting interest transactions (self-dealing and indirect transactions) between the Company and its
Directors.
Supplementary principle 2.4.1 Approach to Ensure Diversity in Middle Management Positions, Etc.
Please refer to “III.3. Measures to ensure due respect for stakeholders” of this report.
Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
The Company has not introduced a corporate pension fund plan, etc. or corresponding plan.
Principle 3.1 Full Disclosure
1. The Company discloses and releases Our Purpose, Corporate Philosophy, Safety Charter, Long-Term
Vision, and the Medium-Term Management Plan on its website, etc.
Our Purpose, Corporate Philosophy, Safety Charter
URL: https://www.westjr.co.jp/global/en/about-us/
Long-Term Vision and Medium-Term Management Plan
URL: https://www.westjr.co.jp/global/en/ir/medium-term/
2. Basic policy for Corporate Governance is as per “I.1. Basic views” above.

-2-

3. Remuneration, etc. for Directors are as described in the accompanying “Disclosure of policy for
determining remuneration amounts or calculation methods thereof.”
4. As for the policy for nomination of Directors, the Company nominates them based on the selection
criteria concerning high ethical standards, respect from others, dignity and managerial capability inaccordance with the following procedures.
In the formulation of the policy for nomination and actual cases of nomination based on that policy,
the Company ensures objectivity, fairness and trustworthiness of nomination by making the relevant
matters subject to deliberation by the Personnel and Remuneration Advisory Committee prior to theresolution of the Board of Directors.
(1) The Company appoints and dismisses Representative Directors based on laws, regulations and theRegulations of the Board of Directors, and the President and Representative Director proposes
candidates for Representative Directors from among Directors (excluding Directors who are Audit
and Supervisory Committee Members), with such matters resolved by the Board of Directors.
(2) The President and Representative Director proposes candidates for Directors (excluding Directors
who are Audit and Supervisory Committee Members) to be recommended to the General Meeting of
Shareholders based on the selection criteria established by the Board of Directors, and the nominationof candidates is approved by resolution of the Board of Directors.
(3) The President and Representative Director proposes candidates for Directors who are Audit andSupervisory Committee Members to be recommended to the General Meeting of Shareholders uponconsent by the Audit and Supervisory Committee, and the nomination of candidates is approved byresolution of the Board of Directors.
The Audit and Supervisory Committee gives such consent in accordance with the criteria forconsent to the selection of Audit and Supervisory Committee Members established by the Audit andSupervisory Committee.
5. For explanation in line with the appointment and dismissal of Directors, such matters as brief history,
position and status of important concurrent positions as well as reasons for the appointment anddismissal of each candidate are described in the “Reference Document for the General Meeting of
Shareholders.”
Supplementary principle 3.1.3 Disclosure of Initiatives on Sustainability, Etc.
The Group discloses information about the value that we deliver to society and our efforts to realize itsuch as initiatives for sustainability including measures to address climate change and issues in terms ofrespecting human rights, and investment in human capital and intellectual property, in the “West Japan
Railway Group Integrated Report,” and on the Company’s website and elsewhere.
Particularly, as for the measures to address climate change, the Group has formulated the long-term
environmental goal “JR West Group Zero Carbon 2050” in April 2021, and declared its support for therecommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and has implemented
information disclosure based on the said recommendations.
“West Japan Railway Group Integrated Report”
https://www.westjr.co.jp/global/en/ir/library/annual-report/2023/
The Company’s website (Initiatives for Sustainability) (in Japanese only)
https://www.westjr.co.jp/company/action/
Information Disclosure based on the TCFD recommendations
https://www.westjr.co.jp/global/en/about-us/csr/environment/pdf/TCFD.pdf
Supplementary principle 4.1.1 Scope of Matters Delegated to the Management by the Board of Directors
To facilitate prompt decision-making and flexible business execution in line with the transition to acompany with Audit and Supervisory Committee in June 2022, the Company has carried out significant-3-

delegation of decision-making authority from the Board of Directors to executive directors. The specificcontent has been established in the Regulations of the Board of Directors.
In addition to matters prescribed in laws and regulations and the Articles of Incorporation, the regulations
establish the basic policy and strategies related to management of the entire Group and important mattersrelated to group management, etc. as matters to be resolved by the Board of Directors.
The regulations also establish certain criteria for matters for consultation where the medium- to longterm management policy and strategies and important business challenges are discussed, as well as mattersto be reported including the status of execution of business operations and corporate ethics, thereby making
continuous efforts to further improve discussions on strategies, etc. at the Board of Directors and enhancemonitoring and supervision of corporate management.
Principle 4.9 Independence Standards and Qualification for Independent Directors
The Board of Directors of the Company has established the criteria for independence to invite external
officers who are able to carry out highly effective monitoring and supervision from an objective standpoint
independent from the Company.
1. Person related to the Group(1) The relevant person is not currently or was not in any of the past ten fiscal years an executive(meaning a person who executes business as an executive director, corporate officer, executive officer
or other employee; hereinafter the same) of the Company or its subsidiary (hereinafter referred to as
the “Group Company”).
(2) A relative within the second degree of kinship of the relevant person is not currently or was not inany of the past ten fiscal years an executive of the Group Company.
2. Person related to major client or supplier
The relevant client’s or supplier’s transaction amount with the Company does not reach 2% of theconsolidated operating revenues (consolidated total assets in the case of loan) of the Company or the
relevant client or supplier currently or on average in the past three fiscal years (or if the relevant client or
supplier is a corporation, etc., the relevant person is not currently or was not in the past three years an
executive thereof).
3. Legal professional, etc.
Remuneration, etc. received by the expert from the Company, other than officers’ remuneration, does
not exceed the annual amount of ¥10 million currently or on average in the past three fiscal years (if therelevant professional, etc. belongs to a corporation, etc., such remuneration does not reach 2% of theconsolidated operating revenues thereof).
4. Other(1) The relevant person does not receive donations exceeding the annual amount of ¥10 million from theCompany currently or on average in the past three fiscal years. Provided, however, if the relevant
person that receives donations from the Company is a corporation, etc., that the relevant person is
not an executive of the organization, etc. whose donations from the Company exceed 2% of its
consolidated operating revenues or total annual revenues.
(2) The relevant person is not currently or was not in any of the past five fiscal years a major shareholder(whose stockholding ratio is 10% or more of the total number of voting rights) of the Company (ifthe relevant major shareholder is a corporation, etc., the relevant person is not currently or was notin the past five years an executive thereof).
(3) The relevant person does not currently or did not in any of the past three fiscal years have importantinterest in the Group Company.
Supplementary principle 4.10.1 Committee Related to Nomination and Compensation
Please refer to “Supplementary explanation” under “II.1. [Directors]” of this report.
-4-Supplementary principle 4.11.1 Approach to the Composition of the Board of Directors
1. Size of the Board of Directors, balance of members, and diversity of skills, etc. of Directors
The Board of Directors of the Company develops and improves the environment to ensure that theenhancement of safety toward as a prerequisite for an increase in the corporate value of the Group overthe medium- to long-term is promoted and appropriate risk-taking for the sustainable growth of thebusiness is carried out, and fulfills its duties including highly effective monitoring and supervision.
To be more specific, the Board of Directors of the Company conducts evaluation of risks and returns
from the medium- to long-term perspective concerning various measures, etc. necessary for theachievement of the Medium-Term Management Plan for the realization of Our Purpose and Long-Term
Vision, and makes timely and appropriate decisions on these measures. Furthermore, the Board of
Directors receives reports on the status of execution of business operations in a timely and appropriatemanner.
In the course of these processes, each Director fulfills his/her duties appropriately through constructive
discussions and exchange of opinions.
Currently, the Board of Directors of the Company comprises fifteen Directors including seven External
Directors, and fulfills appropriate functions as mentioned above. In order to fulfill duties of the Board of
Directors continuously, the Board of Directors will maintain appropriate size, composition ratio between
Internal and External Directors and others, and strive to ensure diversity in gender and other aspects.
To realize the five key strategies in the “JR West Group Medium-Term Management Plan 2025”:“Improve safety of railways,” “Revitalize and restructure core businesses (railway business and Groupbusiness),” “Further evolve real estate and city development,” “Develop diverse services via digitalstrategy” and “Create new businesses,” in order for the Board of Directors to make appropriate decisions
in a timely manner and to exercise a highly effective monitoring and supervisory function, the skills(knowledge, experience, abilities, etc.) currently considered important for the Board of Directors aredefined as (i) corporate management, (ii) governance, (iii) safety and quality, (iv) customer satisfaction
and marketing, (v) innovation and global environment, (vi) city development and (vii) coexistence withlocal communities. The Group believes that components of ESG-related skills are included in each of theseven skills, and all the Directors should be equipped with such ESG-related skills in exercising theirrespective skills. With regard to the above seven skills, the list of skills that each Director currently has
and is expected to display in particular is as stated at the end of this report.
2. Policy and procedures for election of Directors(1) External Directors

The Board of Directors decides on, as the candidates for External Directors, those who may give advice
based on broad knowledge including field of expertise in the decision-making processes necessary forthe management toward the sustainable growth and the increase in the corporate value of the Company
over the medium- to long-term and who are able to conduct highly effective monitoring and supervisionfrom an independent standpoint, and refers such decisions to the General Meeting of Shareholders.
For Directors who are Audit and Supervisory Committee Members, candidates are decided uponconsent by the Audit and Supervisory Committee.
In the selection of candidates, the Company ensures objectivity, fairness and trustworthiness of
selection by making the relevant matters subject to deliberation by the Personnel and Remuneration
Advisory Committee on which Independent External Directors have the majority, with the Independent
External Director acting as chairman, prior to the resolution of the Board of Directors.
(2) Internal Directors

The Board of Directors decides on, as the candidates for Internal Directors, those who are appropriate
as Directors based on the characteristics of the Company’s business, comprehensively taking into accountthe experience, knowledge and insight based thereon, capacity for objective judgment related to the-5-management, and organizational management ability from the company-wide perspective of each ofthem, and refers such decisions to the General Meeting of Shareholders.
For Directors who are Audit and Supervisory Committee Members, candidates are decided uponconsent by the Audit and Supervisory Committee.
In the selection of candidates, the Company ensures objectivity, fairness and trustworthiness of
selection by making the relevant matters subject to deliberation by the Personnel and Remuneration
Advisory Committee on which Independent External Directors have the majority, with the Independent
External Director acting as chairman, prior to the resolution of the Board of Directors.
Supplementary principle 4.11.2 Status of Important Concurrent Positions at Other Entities Held by Directors
The Company makes it a principle to limit the number of concurrent positions to a reasonable scope.
In addition, the Company makes efforts to ensure that appropriate discussions are held with theattendance of all Directors so that the monitoring and supervising functions at the Board of Directors are
fulfilled appropriately.
The status of important concurrent positions of Directors is described in the business report for each year.
Supplementary principle 4.11.3 Analysis and Evaluation of Effectiveness of the Board of Directors
The Company conducts an evaluation of the effectiveness of the Board of Directors each year, and brings
about continuous improvement to the effectiveness of the Board of Directors through making efforts toimprove it through evaluating on a regular basis whether the Board of Directors is fulfilling its expectedroles and duties, which, in turn, leads to the continuous growth of the Group and the medium- to long-term
improvement of corporate value.
In order to evaluate the effectiveness for the fiscal year ending March 31, 2024, a questionnaire wasadministered, taking into account the status of initiatives carried out by the Board of Directors in the fiscal
year ending March 31, 2024, to address the challenges identified in the evaluation of the Board of Directors
for the fiscal year ended March 31, 2023. The Board of Directors held discussions based on the results ofthe said questionnaire on the challenges for which initiatives should be carried out in the fiscal year ending
March 31, 2025.
(1) Priority initiatives for the fiscal year ending March 31, 2024 informed by the evaluation of theeffectiveness of the Board of Directors in the fiscal year ended March 31, 2023(i)

Further enhance discussions on various challenges related to the medium- to long-term
improvement of corporate value.

(ii) Devise monitoring approaches to strengthen the functions of monitoring and supervision.
(iii) Further enhance communication between External Directors and the Audit and Supervisory
Committee.
(2) Evaluation of the effectiveness of the Board of Directors in the fiscal year ending March 31, 2024
 Questionnaire given to Board of Directors: December 2023 to January 2024
 Discussion by Board of Directors: January 2024
 Evaluation results reported to Board of Directors: February 2024
(3) Evaluation results of the effectiveness of the Board of Directors in the fiscal year ending March 31,2024
Based on the results of the questionnaire, the Board of Directors found the following: that lively
discussions were held on medium- to long-term improvement of corporate value and on strategy, and thecontent and quality of such discussions were improving; and that the effectiveness of Board of Directors
was maintained and improved based on the statuses of the initiatives to improve the function ofmonitoring and surveillance and the initiatives to further enhance communication between the External
Directors and the Audit and Supervisory Committee.
-6-On the other hand, wide-ranging challenges to improve effectiveness of the Board of Directors for the
future were raised, mainly by External Directors, such as the following: the need to further deepen
discussions related to challenges aimed at value creation; the need to further devise approaches tofacilitate discussions that prioritize the challenges and processes of monitoring; and the need tocontinuously discuss the skills that the Board of Directors needs to be equipped with and to make efforts
to acquire further insight.
(4) Initiatives of the Board of Directors to address the challenges identified for the fiscal year ending
March 31, 2025
Based on the above result, we have determined that the Board of Directors of the Company isfunctioning effectively. However, we will continue to promote the following initiatives towards further
improving the effectiveness of the Board of Directors and strengthening corporate governance.
(i)

On further improving the content and quality of discussions by the Board of Directors

We will make good use of the matters for consultation as established in the Regulations of the Boardof Directors, among others, to deepen discussions on value creation aimed at realizing our long-term
vision, and discussions on challenges for the medium to long term bearing in mind environmental
change.
(ii) On further improving the functions of monitoring and supervision
While continually devising ways to improve approaches to monitoring, we will make good use ofopportunities such as off-site meetings led by the External Directors to establish an environment inwhich the functions of monitoring and supervision can be suitably effective.
(iii) On improving the collective insight of the Board of Directors
We aim to further improve effectiveness by conducting training designed to further enhance theinsight that the Board of Directors needs to be equipped with in order to respond to the changes in theexternal environment.
(iv) Listed below are the matters that existing initiatives have been addressing. The Company plans toperpetuate such initiatives to improve the effectiveness of the Board of Directors.
a. Establishment of the system of distributing information
To ensure the strengthening of monitoring and supervision functions of the Board of Directors, theCompany has established and maintains the system of distributing information to External Directors.
To be more specific, the Company provides External Directors with preliminary explanations
regarding points of discussion, previous internal discussions, etc. with regard to propositions for the
meetings of the Board of Directors in order to facilitate substantial and effective discussions at
meetings of the Board of Directors. Furthermore, the Company provides them with opportunities,
other than the meetings of the Board of Directors, to give explanations of important businesschallenges, etc. and arranges site inspection as a means of distributing information on current businessconditions and background information on measures.
Furthermore, necessary additional explanations for the matters pointed out and questions raised at
the meeting of the Board of Directors are given at a meeting of the Board of Directors to be held
immediately following the relevant meeting and other occasions.
b. Enhancement of discussions through the establishment of matters for consultation
In addition to matters to be resolved and matters to be reported, the Company establishes in theRegulations of the Board of Directors matters for consultation where the medium- to long-term
management policy and strategies and important business challenges are discussed, and conducts
continuous and substantial discussions from a medium- to long-term viewpoint.
c. Sharing of the content of discussions at meetings of the Board of Directors
The content of discussions and matters pointed out at meetings of the Board of Directors are fed
back to and shared at the Group Management Committee, which is also attended by Executive Officers
and others, and utilized in the promotion and drafting of measures, etc.

-7-

<Effectiveness Evaluation of the Audit and Supervisory Committee>
Upon conducting discussions on the effectiveness of the Audit and Supervisory Committee, the Company
has determined that its effectiveness is being further improved through the establishment of newopportunities for communication between the Part-time Audit and Supervisory Committee Members andthe Executive Directors, among other measures.
Furthermore, while we have enhanced information sharing with the internal audit department, a proposal
was made to share challenges with the internal audit department and to collaborate on responses aimed at
improving the quality of audits.
Supplementary principle 4.14.2 Training Policy for Directors
The Company has set up opportunities for Directors to receive training and information and to sharechallenges with respect to matters on which the Company places emphasis such as those on “Safety,”“Customer Satisfaction” and “Technologies,” and those related to corporate ethics. This has been done fromthe standpoint of ensuring the Directors can carry out effective monitoring and supervision, and the Audit
and Supervisory Committee can perform audit functions, and further enhancing the contribution they canmake to increasing the corporate value of the Group over the medium- to long-term.
In addition, as Group engages in wide-ranging business operations, the Company believes that theparticipation in management by abundantly experienced personnel hailing from within the Group isnecessary. Accordingly, the Company makes efforts to develop human resources by such means as providing
personnel with opportunities to appropriately gain experience in duties related to the businesses of the Group,
thereby securing the personnel capable of undertaking duties in management.
Principle 5.1 Policy for Constructive Dialogue with Shareholders
1. Basic views
The Company believes it important to engage in constructive dialogue with its shareholders andinvestors in a way that contributes to increasing the corporate value and the shareholder value over the
medium- to long-term.
The Company will continue to make efforts to disclose the content of business, management
information and risk information in an active and fair manner, and it will build long-term trusting
relationship with its shareholders and investors by taking an initiative to communication through various
occasions.
For the status of dialogs with investors and shareholders for the fiscal year ended March 31, 2024,
please refer to “Presentation on FY2024.3 Financial Results and Updating of the Medium-Term
Management Plan 2025.”


“Presentation on FY2024.3 Financial Results and Updating of the Medium-Term Management Plan
2025” (from page 35)
URL: https://www.westjr.co.jp/global/en/ir/library/meeting/pdf/presen20240430.pdf
2. IR promotion system(1) The Company has appointed the Director in charge of the Corporate Strategy Division, which is
responsible for IR, as “Director overseeing the all aspects of dialogue.”(2) The Corporate Strategy Division is responsible for IR activities involving the Company’s
institutional investors and for the management of information related to the important corporate
information, and the Corporate Governance Headquarters assumes particular roles with respect toreview and implementation of measures directed toward individual investors and dialogue related tothe exercise of voting rights.
With respect to the management of information necessary for the disclosure of information, theCompany has established and maintains the system in which the departments concerned within the
Company including the Corporate Strategy Division, the Corporate Governance Headquarters, the-8-Finance Department, the Corporate Communications Department and the Tokyo Headquarters work
closely together.
3. Method of dialogue
With respect to the propositions for the General Meeting of Shareholders, the Company will makeefforts toward timely (early) disclosure of information and conduct necessary dialogue. Furthermore, theCompany transmits information on its website and by IR tools or other means and will continue to makeefforts for the development and enhancement of such transmission.
The Company holds financial results briefings and small meetings organized by top management forour institutional investors, and it has individual interviews with them as well.
The Company responds to various types of inquiries and conducts facilities tours, etc. from time to time
for our individual investors.
4. Internal feedback
The Company reports opinions obtained from its shareholders and investors to the Group Management
Committee and the Board of Directors from time to time.
5. Management of insider information
The Company has established the “Regulations for Timely Disclosure Information Management andPrevention of Insider Trading” prescribing the system related to the management of important corporate
information, and it has also established and published the “Disclosure Policy” prescribing the policy fortimely and appropriate information disclosure in an effort to prevent insider trading.
Disclosure Policy
URL: https://www.westjr.co.jp/global/en/ir/disclosure-policy/-9-[Measures to Ensure That the Company is Managed with an Awareness of Cost of Capital and Share Price]
The Company has stated in the “Updating of JR West Group Medium-Term Management Plan 2025” its
objective to achieve consolidated ROE (return on equity), the chosen KPI of capital efficiency, ofapproximately 10% as of the end of fiscal year ending March 31, 2026, and the net interest-bearing debt to
EBITDA ratio, the chosen KPI of financial soundness, of approximately 4 times as of the end of fiscal year
ending March 31, 2026 and approximately no more than 4 times as of the end of fiscal year ending March
31, 2028. Moreover, concerning the return of profit to its shareholders, the Company implements stablepayment of dividends, targeting a dividend payout ratio of 35% or higher.
Additionally, in light of the characteristics of the railway services business, a core business of the Group,
the Company recognizes the importance of maintaining balance when ensuring financial soundness andcontrolling cost of capital, and at the Board of Directors meetings and other occasions, the Company carries
out analysis and discussions taking into account the current changes to the external environment andopinions from the capital market community. Although the appropriate level of cost of capital for financial
soundness varies depending on the interest rate levels and the status of restructuring of the business portfolio,presently, the Company aims to maintain a WACC (weighted average cost of capital) of 3.0 – 3.9%, improveshareholder value by implementing capital policy that flexibly responds to opportunities, and, with a viewto reducing the cost of capital by implementing share buy-backs totaling ¥100 billion by the fiscal year
ending March 31, 2027, it will first carry out share buy-backs with a total value of up to ¥50 billion in thefiscal year ending March 31, 2025.
For further details on management with an awareness of cost of capital and share price, please refer to“JR West Group Integrated Report 2023” and the “Presentation on FY2024.3 Financial Results andUpdating of the Medium-Term Management Plan 2025.”
“West Japan Railway Group Integrated Report 2023” (from page 69, “Financial Strategies” Message
from CFO)
URL: https://www.westjr.co.jp/global/en/ir/library/annual-report/2023/



“Presentation on FY2024.3 Financial Results and Updating of the Medium-Term Management Plan
2025” (from page 28)
URL: https://www.westjr.co.jp/global/en/ir/library/meeting/pdf/presen20240430.pdf

2. Capital structure
Foreign shareholding ratio [Updated]

30% or more

[Status of major shareholders] [Updated]
Number of shares
owned (Shares)

Name
The Master Trust Bank of Japan, Ltd.
(Trust Unit)
Custody Bank of Japan, Ltd. (Trust Unit)
STATE STREET BANK WEST CLIENT – TREATY 505234
Sumitomo Mitsui Banking Corporation
MUFG Bank, Ltd.
Nippon Life Insurance Company
JR-West Employee Stock-Sharing Plan
JP MORGAN CHASE BANK 385781
SSBTC CLIENT OMNIBUS ACCOUNT
GOVERNMENT OF NORWAY- 10 -

Shareholding ratio(%)

34,759,600

14.26

12,388,520
4,799,940
4,480,000
4,410,000
4,000,000
3,306,100
3,216,665
2,371,875
2,364,915

5.08
1.97
1.84
1.81
1.64
1.36
1.32
0.97
0.97

Controlling shareholder(except for parent company)
Parent company–
None

Supplementary explanation [Updated]
1. The shareholders listed under “Status of major shareholders” are based on the shareholder register asof March 31, 2024. Furthermore, the Company conducted a 2-for-1 stock split of shares of common
stock on April 1, 2024, but the number of shares owned above shows the number of shares before thestock split.
2. The large shareholding report (change report) submitted by Sumitomo Mitsui Trust Bank, Limited to
the Director-General of the Kanto Finance Bureau as of October 6, 2022 states that the said company
and two joint holders held 16,285,619 shares as of September 30, 2022 (ratio of the shareholdings to
the total number of issued shares as of the same date: 6.67%). However, since the Company cannot
confirm the number of shares actually held by them as of the record date for exercising voting rights,
they are not included in “Status of major shareholders” above.
3. The large shareholding report submitted by Mitsubishi UFJ Financial Group, Inc. to the DirectorGeneral of the Kanto Finance Bureau as of May 1, 2023 states that the said company and four joint
holders held 13,824,760 shares as of April 24, 2023 (ratio of the shareholdings to the total number ofissued shares as of the same date: 5.67%). However, since the Company cannot confirm the numberof shares actually held by holders other than MUFG Bank, Ltd. as of the record date for exercising
voting rights, they are not included in “Status of major shareholders” above.
4. The large shareholding report (change report) submitted by BlackRock Japan Co., Ltd. to the DirectorGeneral of the Kanto Finance Bureau as of January 5, 2024 states that the said company and ten joint
holders held 17,180,585 shares as of December 29, 2023 (ratio of the shareholdings to the total number
of issued shares as of the same date: 7.04%). However, since the Company cannot confirm the numberof shares actually held by them as of the record date for exercising voting rights, they are not included
in “Status of major shareholders” above.
3. Corporate attributes
Listed stock market and market section
Fiscal year-end
Type of business
Number of employees (consolidated) as of the endof the previous fiscal year
Operating revenues (consolidated) for the previous
fiscal year
Number of consolidated subsidiaries as of the endof the previous fiscal year

Tokyo Stock Exchange / Prime
March
Land transportation
1,000 or more
¥1 trillion or more
From 50 to less than 100

4. Policy on measures to protect minority shareholders in conducting transactions with controllingshareholder–
5. Special circumstances which may have material impact on corporate governance–- 11 -

II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Supervision in Management
1. Organizational composition and operation
Organization form

Company with Audit and Supervisory Committee[Directors]
Maximum number of Directors stipulated in Articles
20
of Incorporation
Term of office stipulated in Articles of Incorporation 1 year
Chairman of the Board of Directors
President
Number of Directors [Updated]
15
Appointment of External Directors
Appointed
Number of External Directors [Updated]
7
Number of Independent Officers designated from
7
among External Directors [Updated]
External Directors’ relationships with the Company (1) [Updated]
Name
Yoshinobu Tsutsui
Haruko Nozaki
Kenji Iino
Yoshiyuki Miyabe
Maki Ogura
Emiko Hazama
Kenryo Goto

Attribute
From another company
From another company
From another company
From another company
Other
Academic
Certified public
accountantabRelationships with the Company*
c
d
e
f
g
h
i

j

k









* Categories for “Relationships 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; and“” when a close relative of the Director fell under the category in the pasta. Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary 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 Company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property fromthe Company besides remuneration as a Director
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a corporation)h. Executive of a client or supplier of the Company (which does not correspond to any of d, e, or f) (the Director himself/herself
only)
i. Executive of a corporation, between which and the Company External Directors are mutually appointed (the Director
himself/herself only)
j. Executive of a corporation that receives a donation from the Company (the Director himself/herself only)
k. Others- 12 -

External Directors’ relationships with the Company (2) [Updated]
Name
Yoshinobu Tsutsui

Audit and Designation
SupervisoryasSupplementary explanation
Committee Independentof the relationship
Members
Officer
Chairman and
Representative Director,
Nippon Life Insurance
Company

Reasons for appointment

Mr. Yoshinobu Tsutsui has served
Nippon Life Insurance Company
successively as Representative Director
and Senior Managing Executive Officer,
President and Representative Director,
Mr. Yoshinobu Tsutsui has
and Chairman of the Board andheld the office of Chairman Representative Director. The Companyof the Board andbelieves that, based on his expert
Representative Director ofknowledge and deep insight as a
Nippon Life Insurance
corporate executive, as well as his
Company. However, theexperience in working to strengthentransaction amount between governance as an External Audit andthe insurance company and Supervisory Board Member of thethe Company for the mostCompany, he will provide advice on the
recent three fiscal years was management of the Company from anless than 1% of their
independent standpoint. To date, he has
respective consolidated
provided such advice to the Company
operating revenues and theand the Company believes that he isamount of borrowings of the qualified as an External Director.
Company from the insurance Moreover, based on the fact that he hascompany was less than 1% satisfied the requirements forof their respective
Independent Officers stipulated byconsolidated total assets.
securities exchanges and the Company’s
Additionally, the insurance Criteria for Independence of External
company holds shares in the Officers, and that there is no risk of aCompany but its
conflict of interest arising between theshareholding ratio for theExternal Director and ordinary
most recent five fiscal years shareholders, he is designated as an
was less than 2% of the total Independent Officer.
issued shares of theCompany. Therefore, his
independence as an External
Director has fully been
secured.

- 13 -Name
Haruko Nozaki

Kenji Iino

Audit and Designation
SupervisoryasSupplementary explanation
Reasons for appointment
Committee Independentof the relationship
Members
Officer
Executive Officer, Kyoto
Ms. Haruko Nozaki has long years of
University
experience in personnel affairs andeducation at HORIBA, Ltd., as well as
Ms. Haruko Nozaki is anabundant experience and knowledge
Executive Officer at Kyoto about various issues, including the
University (national
success of women in the workplace, theuniversity corporation Kyoto promotion of diversity, and the
University) and thedevelopment of the next generation, in
university corporation is aaddition to extensive experience as
recipient of donation from
Executive Board Member at a public
the Company and theinterest corporation and national
Company’s client. The
university corporation Kyoto University,
donation amount to and the as well as Outside Director oftransaction amount between SEKISUI CHEMICAL CO., LTD. The
the university corporation
Company believes that she can provide
for the most recent threeadvice on management of the Company
fiscal years are both lessfrom an independent point of view. To
than 1% of the total annual date, she has provided such advice to theincome of the university
Company and the Company believes that
corporation and consolidated she is qualified as an External Director.
operating revenue of theMoreover, based on the fact that she has
Company. Therefore, hersatisfied the requirements forindependence as an External Independent Officers stipulated by
Director has fully been
securities exchanges and the Company’s
secured.
Criteria for Independence of External
Officers, and that there is no risk of aconflict of interest arising between theExternal Director and ordinary
shareholders, she is designated as an
Independent Officer.
–
Mr. Kenji Iino had served as Executive
Managing Director and Executive
Managing Officer, Managing Directorand Executive Managing Officer, andSenior Corporate Auditor at Mitsui
Fudosan Co., Ltd. and as SeniorCorporate Auditor at Mitsui Fudosan
Realty Co., Ltd. since June 2020. The
Company believes that he can provide
advice on the Company’s managementfrom an independent standpoint based
not only on his insight into the real estatebusiness in general, but also on his
expertise and high level of insight as amanager. To date, he has provided suchadvice to the Company and the Company
believes that he is qualified as anExternal Director. Moreover, based on
the fact that he has satisfied therequirements for Independent Officers
stipulated by securities exchanges andthe Company’s Criteria for Independenceof External Officers, and that there is norisk of a conflict of interest arising
between the External Director andordinary shareholders, he is designated asan Independent Officer.

- 14 -Name
Yoshiyuki Miyabe

Maki Ogura

Audit and Designation
SupervisoryasSupplementary explanation
Reasons for appointment
Committee Independentof the relationship
Members
Officer
Director, Executive Vice
Mr. Yoshiyuki Miyabe has served as
President, PanasonicManaging Director, Representative
Holdings Corporation
Director and Senior Managing Director,
Senior Managing Executive Officer,
Please note that, between the Director, Executive Vice President, at theCompany and the company current Panasonic Holdings Corporation,in which Mr. Yoshiyuki
and also assumed the position of
Miyabe served in the past as Representative Director of Kansai
an executive, the company
Association of Corporate Executives.
made payment for
The Company believes that he cancontribution regarding
provide advice on the Company’s
seconded employees, etc. to management from an independent
the Company. However, the standpoint based on his expertise andamount of the payment perhigh level of insight as a manager, as
year accounts for less thanwell as his insight into advanced
1% of the consolidated
technologies that contribute to improving
operating revenues of both
safety, quality, and productivity. To date,
the Company and thehe has provided such advice to thecompany.
Company and the Company believes that
he is qualified as an External Director.
Moreover, based on the fact that he hassatisfied the requirements for
Independent Officers stipulated by
securities exchanges and the Company’s
Criteria for Independence of External
Officers, and that there is no risk of aconflict of interest arising between theExternal Director and ordinary
shareholders, he is designated as an
Independent Officer.

Mr. Maki Ogura was an
Mr. Maki Ogura has had a long career as
employee of the Company in a judge and accumulated experience andthe past. However, many
expertise as an attorney at law and inyears have passed since headministration of legal affairs, amongceased to be an employee
others. Based on this and his experience(he retired from such office in working to strengthen governance as
in February 1988).
an External Audit and Supervisory Board
Therefore, his independence Member of the Company, it is expected
as an External Director has that he will provide advice on the
fully been secured.
Company’s management from an
independent standpoint. In addition, hewill continue to make efforts tostrengthen governance through auditing,etc., as he has done in past, and theCompany believes that he is qualified toserve as an External Director who is an
Audit and Supervisory Committee
Member. Moreover, based on the factthat he has satisfied the requirements for
Independent Officers stipulated by
securities exchanges and the Company’s
Criteria for Independence of External
Officers, and that there is no risk of aconflict of interest arising between theExternal Director and ordinary
shareholders, he is designated as an
Independent Officer.

- 15 -

Name
Emiko Hazama

Kenryo Goto

Audit and Designation
SupervisoryasCommittee Independent
Members
OfficerSupplementary explanationof the relationship- 16 -

Reasons for appointment–

Ms. Emiko Hazama has engaged in many
years of research on local revitalizationand culture and has experience andexpertise in administration. Based on thisand her experience in working tostrengthen governance as an External
Audit and Supervisory Board Member of
the Company, it is expected that she will
provide advice on the Company’s
management from an independent
standpoint. In addition, she will continue
to make efforts in auditing the Company,
which is engaged in local revitalizationand the strengthening of governance, as
she has done in past, and the Company
believes that she is qualified to serve as
an External Director who is an Audit andSupervisory Committee Member.
Moreover, based on the fact that she hassatisfied the requirements for
Independent Officers stipulated by
securities exchanges and the Company’s
Criteria for Independence of External
Officers, and that there is no risk of aconflict of interest arising between theExternal Director and ordinary
shareholders, she is designated as an
Independent Officer.

–

Mr. Kenryo Goto has been a certified
public accountant for many years and has
also served as a representative partnerand managing director of an auditing
corporation, as well as Outside Director(Audit and Supervisory Committee
Member) of Towa Pharmaceutical Co.,
Ltd. It is expected that he will provide
advice on the Company’s managementfrom an independent standpoint based on
his expertise and deep insight in financeand accounting as well as his extensive
auditing experience. In addition, he willcontinue to make efforts to strengthen
governance through auditing, etc., as hehas done in past, and the Company
believes that he is qualified to serve as anExternal Director who is an Audit andSupervisory Committee Member.
Moreover, based on the fact that he hassatisfied the requirements for
Independent Officers stipulated by
securities exchanges and the Company’s
Criteria for Independence of External
Officers, and that there is no risk of aconflict of interest arising between theExternal Director and ordinary
shareholders, he is designated as an
Independent Officer.

[Audit and Supervisory Committee]
Committee’s composition and attributes of chairman
All committee
members
Audit andSupervisory
Committee

Full-timemembers4

Inside Directors
2

Appointment of Directors and/or employees tosupport duties of the Audit and Supervisory
Committee

External
Directors

Chairman1

3

External
Director

Appointed

Matters related to the independence of such Directors and/or employees from Executive Directors
The employees belonging to the Board of Directors Office to engage in assisting the Audit and Supervisory
Committee shall, independently of any section, execute their duties under the orders and instructions of the
Audit and Supervisory Committee.
In consideration of such employees’ assuming a key role of engaging in part of the supervising and auditing
functions, the Company shall appoint them by taking into full account their experience and knowledge andmake their personnel changes and evaluations upon consent by the Audit and Supervisory Committee.
Cooperation among Audit and Supervisory Committee, Accounting Auditor and internal audit
departments
Each auditing of Audit and Supervisory Committee, Inquiry & Auditing Department and auditing firms
includes ongoing exchange of information regarding each other’s respective audit plans, methodology, andresults while maintaining close mutual cooperation to facilitate efficient and effective auditing. Furthermore,
the Directors who are Audit and Supervisory Committee Members and the Inquiry & Auditing Department
conduct regular exchanges of opinion on each other’s respective audit plans, methodology, and results, aswell as other measures to maintain close mutual cooperation. At the same time, they strive to ensure effective
and efficient auditing as well as the accuracy and reliability of financial reporting.
[Committees established voluntarily]
Voluntary establishment of committee(s) equivalent
to Nominating Committee or Remuneration
Established
Committee
Committees established voluntarily, their composition, and attributes of chairman

Committee’s
nameCommittee
equivalent toNominating
Committee
Committee
equivalent toRemuneration
Committee

Personnel andRemuneration
Advisory
Committee
Personnel andRemuneration
Advisory
Committee

All
Full-time Inside
External External
committee
Others Chairman
members Directors Directors experts
members
5

0

2

3

0

0

External
Director

5

0

2

3

0

0

External
Director- 17 -

Supplementary explanation [Updated]
With the aim of enhancing the objectivity, fairness and trustworthiness of officers’ personnel andremuneration, the Company has established the Personnel and Remuneration Advisory Committee. This
Committee comprises at least five Directors, the majority of whom being Independent External Directors.
Under the direction of the Independent External Director who acts as a chairman, the Personnel andRemuneration Advisory Committee deliberates on officers’ personnel and remuneration from theperspective of objectivity and fairness and makes recommendations to the Board of Directors based on thesedeliberations. Specifically, deliberations are conducted on the composition and diversity of the Board of
Directors, skills that Directors, etc. are expected to have, policy and criteria for selection and dismissal of
Directors, etc., policy and standards for remuneration for Directors, etc., formulation of a succession plan,and other matters. During the fiscal year ended March 31, 2024, the committee met nine times withattendance of all the committee members.
[Independent Officers]
Number of Independent Officers [Updated]

7

Matters relating to Independent Officers–[Incentives]
Implementation of measures to provide incentives to
Other
Directors
Supplementary explanation
For “performance-evaluation remuneration” as a short-term incentive, the amount of individual
Director’s remuneration is adjusted based on their responsibilities and performance, and so forth, in theprevious fiscal year. For “share-based remuneration” as an incentive to share value with shareholders overthe long term and increase corporate value over the medium to long term, restricted shares are issued.
Recipients of stock options
Supplementary explanation–- 18 -

[Director remuneration]
Disclosure of individual Directors’ remuneration

No individual disclosure

Supplementary explanation [Updated]

Details of officers’ remuneration (Fiscal year ended March 31, 2024)
13 Directors (excluding Directors who are Audit and Supervisory Committee Members):
total ¥474 million (basic remuneration: ¥377 million, performance-evaluation remuneration: ¥48
million, share-based remuneration: ¥48 million)(including five External Directors: total ¥67 million (basic remuneration: ¥67 million))
Five Directors who are Audit and Supervisory Committee Members:
total ¥87 million (basic remuneration: ¥87 million)(including three External Directors: total ¥59 million (basic remuneration: ¥59 million))(Notes) 1. The amounts shown are after the return of remuneration.
(Taking into consideration the severe business situation caused by the novel coronavirus
pandemic until June 2023, 20% to 50% of the monthly remuneration had been returned,
depending on the position.)
2. The number of officers who received remuneration includes one Director who was an Audit
and Supervisory Committee Member who retired during the fiscal year ended March 31,
2024.

Policy on determining remuneration amounts or
calculation methods thereof [Updated]

Established

Disclosure of policy for determining remuneration amounts or calculation methods thereof
1. Matters relating to performance-evaluation remuneration
Performance-evaluation remuneration for the fiscal year ended March 31, 2024 (July 2023 onward), waspaid based on policy on determining the amount of Directors’ individual remuneration that was resolved tobe revised at a meeting of the Board of Directors held on March 16, 2023.
In order to increase awareness toward the improvement of company performance for each business year,
the Company shall provide performance-evaluation remuneration in line with the extent to which objectives
have been achieved in terms of the respective targets set forth at the outset of the previous fiscal year.
Accordingly, the Company sets performance targets for a single fiscal year with respect to ensuring railway
safety, consolidated revenues, consolidated profits, and asset efficiency. Despite this being largely premisedon the notion of the Company achieving safe and consistent railway operations, its core business, theCompany has selected ensuring railway safety and the KPIs set in the “JR-West Group Medium-Term
Management Plan 2022” as performance indicators in consideration of the importance of systems
underpinning appropriate risk-taking by management from the perspectives of achieving long-termsustainable growth and improving the corporate value as a corporate group.
With regard to the achievement status of performance-evaluation remuneration indicators for the fiscal
year ended March 31, 2024 (actual results in the fiscal year ended March 31, 2023), there were no train
accidents that resulted in casualties among customers and no train labor accidents that resulted in fatalities
among employees, which were set as objectives for ensuring railway safety in the “JR-West Group Railway
Safety Think-and-Act Plan 2022,” but the targets for the number of train accidents involving people that
result in casualties among customers and the number of transportation disruptions due to internal factors
were not achieved. With regard to management indicators, relative to financial forecasts announced in April
2022, KPI targets for consolidated profits, consolidated revenues, and asset efficiency were all achieved.
Taking into account the achievement of all three KPI, performance-evaluation remuneration was paid.

- 19 -

2. Matters relating to share-based remuneration
For the purposes of giving an incentive to continuously improve our corporate value and promoting
further sharing of value with shareholders, monetary claims are granted to Directors (excluding Directors
who are Audit and Supervisory Committee Members and External Directors), and restricted shares areissued in return of their paying-in of the monetary claims. Momentary claims are provided at a base amountaccording to management responsibilities. The transfer-restriction period is during the period to the date ofresignation or retirement from the position of the Company’s Director or any other positions determined by
the Company’s Board of Directors.
3. Matters relating to resolutions of the General Meeting of Shareholders regarding remuneration, etc.
for Directors
The amount of remuneration of Directors (excluding Directors who are Audit and Supervisory
Committee Members) of the Company was resolved to be not more than ¥690 million of monetary
remuneration per year (of which: ¥120 million for External Directors) and not more than ¥75 million ofshare-based remuneration per year (the total number of shares: 20,000 shares or less per year) at the 35th
Ordinary General Meeting of Shareholders held on June 23, 2022. At the conclusion of that Ordinary
General Meeting of Shareholders, the number of Directors (excluding Directors who are Audit andSupervisory Committee Members) was 13. In addition, the amount of monetary remuneration of Directors
who are Audit and Supervisory Committee Members of the Company was resolved to be not more than¥135 million per year at the 35th Ordinary General Meeting of Shareholders held on June 23, 2022. At theconclusion of that Ordinary General Meeting of Shareholders, the number of Directors who are Audit andSupervisory Committee Members was four.
(Note) The Company conducted a 2-for-1 stock split of shares of common stock on April 1, 2024. Therefore,
the amount of share-based remuneration per year for each business year from this date onward shallbe no more than ¥75 million (total number of shares: 40,000 shares or fewer per year).
4. Policy on determining the amount of Directors’ individual remuneration(1) Method for determining the policy on determining the amount of Directors’ individual remuneration
In order to establish a remuneration system that sufficiently functions as an incentive for thesustainable increase of corporate value, and is based on the “JR-West Group Medium-Term Management
Plan 2022,” the policy on determining the amount of Directors’ individual remuneration (hereinafter, the“Determination Policy”) was deliberated by the Personnel and Remuneration Advisory Committee, andafter giving serious consideration to the details of their recommendations, the Determination Policy was
resolved at the meeting of the Board of Directors held on February 24, 2021.
Following the launch of the JR-West Group Medium-Term Management Plan 2025, the Board of
Directors resolved to revise this Determination Policy at its meeting held on April 28, 2023, in order tocreate a remuneration system that appropriately links business performance with the remuneration ofindividual Directors and increases incentives for Directors to improve business performance, thereby
enhancing corporate value over the medium- to long-term, and decided to apply the revision to
remuneration from July 2023 onward. Details regarding this Determination Policy as of the end of the
fiscal year ended March 31, 2024, are as described in “(2) Overview of the Determination Policy.”(2) Overview of the Determination PolicyRemuneration of the Company’s Directors (excluding Directors who are Audit and Supervisory
Committee Members and External Directors) consists of “basic remuneration,” which is fixed
remuneration; “performance-evaluation remuneration” as a short-term incentive; and “share-based
remuneration” as an incentive to share value with shareholders over the long term and increase
corporate value over the medium to long term. Basic remuneration is paid monthly, while
performance-evaluation remuneration and share-based remuneration are paid at a fixed time eachyear. Remuneration of Directors who are Audit and Supervisory Committee Members and External
Directors consists of basic remuneration only.

Regarding the amount of basic remuneration, the Company prepares a table of remuneration
organized according to management responsibilities after taking into account the levels at other- 20 -

companies investigated by specialist external organizations to ensure an appropriate level of
remuneration.


Performance-evaluation remuneration shall be cash remuneration reflecting the performanceindicators for each fiscal year, and it shall consist of a Company performance portion and an
individual performance portion. The ratio of the Company performance portion to the individual
performance portion when all performance indicators reach the target shall be 7:3. However,Representative Director and President, etc. shall apply only the Company performance portion.
Both Company and individual performance portions shall be evaluated quantitatively andqualitatively according to the achievement status of targets for each indicator set at the beginning of
the previous fiscal year.
Performance indicators for Company performance portion are financial indicators and non-financial
indicators. For financial indicators, the Company will use the three performance indicators of“consolidated profits,” “asset efficiency,” and “the share of consolidated profits in the life design
field,” while for non-financial indicators, the Company will use the three items of “railway safety,”“global environment,” and “work engagement” as performance indicators.
The performance indicators for individual performance portion will be the main KPIs in the division
for which each Director is responsible. Depending on the status of achievement and qualitativeevaluation of the indicators, the individual performance portion may vary between 0 and 200%.



Restricted shares are issued as share-based remuneration. The amount of share-based remuneration
shall be set at a base amount according to management responsibilities.



Remuneration of Directors (excluding Directors who are Audit and Supervisory Committee
Members and External Directors) shall be structured so that the ratio of basic remuneration,
performance-evaluation remuneration, and share-based remuneration is 6:3:1 when all performanceindicators have reached the targets set forth at the outset of the previous fiscal year. (Please also refer
to Reference 3 at the end of this report for the types of remuneration and payment criteria)

The amount of remuneration of Directors (excluding Directors who are Audit and Supervisory
Committee Members) shall be determined by a resolution of the Board of Directors based on theabove policy. However, the determination of the details pertaining to basic remuneration andperformance-evaluation remuneration shall be left to the President and Representative Director upon
resolution of the Board of Directors. In order to ensure the fairness and credibility of deciding
remuneration, specific decisions are made after having the matters deliberated whereby the Company
holds meetings of the Personnel Committee comprising multiple Representative Directors, theDirector in charge of personnel, and others, while respecting recommendations made by the
Personnel and Remuneration Advisory Committee. The remuneration for Directors who are Audit
and Supervisory Committee Members is determined by deliberation of Directors who are Audit andSupervisory Committee Members, within the total amount resolved at the General Meeting of
Shareholders.

(3) Reasons the Board of Directors has judged the amount of Directors’ individual remuneration for the
fiscal year under review as being in line with the Determination Policy
In determining the amount of Directors’ (excluding Directors who are Audit and Supervisory
Committee Members; the same applies hereinafter) individual remuneration, the Personnel andRemuneration Advisory Committee on which External Directors have the majority, has multilateral
discussions, which include consistency with the Determination Policy, and makes recommendations to
the Board of Directors based on these discussions. In light of the amount of Directors’ individual
remuneration being decided after giving serious consideration to these recommendations, the Board of
Directors has judged that the amount of Directors’ individual remuneration is in line with the
Determination Policy.
5. Matters relating to entrustment of decision-making for the amount of Directors’ individual
remuneration
The decision-making authority to determine of the amount of individual remuneration of Directors(excluding Directors who are Audit and Supervisory Committee Members; the same applies hereinafter)with respect to basic remuneration and performance-evaluation remuneration is entrusted to the President- 21 -

and Representative Director Kazuaki Hasegawa by resolution of the Board of Directors based on the
Determination Policy in 4. above. The entrustment of this decision-making authority is based on the belief
that the person who holds office as President and Representative Director is the most appropriate person in
the final determination of each Directors’ evaluation as the Company has a system where the highest
responsibility for the execution of business operations has been integrated into the office of the President.
Specific decisions for the amount of Directors’ individual remuneration are made after having the mattersdeliberated whereby the Company holds meetings of the Personnel Committee comprising multiple
Representative Directors, the Director in charge of personnel, and others, while respecting
recommendations made by the Personnel and Remuneration Advisory Committee on which External
Directors have the majority. By making the decisions after going through these deliberations, the fairness
and credibility of remuneration decisions are ensured.
6. Activities of the Board of Directors and the Personnel and Remuneration Advisory Committee during
the course of determination of amount of remuneration, etc. for Directors
As an activity in the fiscal year ended March 31, 2024 of the Personnel and Remuneration Advisory
Committee during the course of determination of amount of remuneration, etc. for Directors, deliberations
were made with all the committee members present in regard to the validity of the remuneration level andthe application of performance-evaluation remuneration, and recommendations were made to the Board of
Directors.
[Supporting system for External Directors]
The Company arranges the Board of Directors meeting schedule at an early date and provides preliminary
explanations of propositions and so forth. In addition, since June 2006 a dedicated staff member has been
appointed as a secretarial manager to communicate and coordinate with External Directors and theCompany has been working to reinforce the system of distributing information to the External Directors
through such measures as briefing the External Directors on the status of execution of business operations.
In line with the transition to a company with Audit and Supervisory Committee in June 2022, theCompany has established the Board of Directors Office as an organization that supports duties of the Boardof Directors and the Audit and Supervisory Committee. Additionally, the Company has appointed its
exclusive assistant employees whose independence is ensured from executive directors, and established asystem to assist External Directors in an integrated manner, thereby further improving the system.
[Status of persons who have retired from a position such as Representative Director and President]
Retired Representative Director and Presidents, etc., Senior Adviser or any other position in the
Company

Name

Title/
Position

Seiji
ManabeSeniorAdviser

Responsibilities

Dealing with those affectedby the derailment accident
on the Fukuchiyama Line,outside activities for public
institutions, etc., andprovision of advice uponrequest of the Company- 22 -

Working Formand Conditions(Full-time/Part-time,
Paid/Unpaid, etc.)
Full-time, Paid

Date of
Retirement
from
Position
Such asPresident

Term of
OfficeJune 22,2016

Renewedannually

Tatsuo
KijimaCounselor Dealing with those affectedby the derailment accident
on the Fukuchiyama Line,outside activities for public
institutions, etc., andprovision of advice uponrequest of the Company

Full-time, Paid

Total number of retired Representative Director and Presidents, etc.,
Senior Adviser or any other position in the Company

December
1, 2019

Renewedannually

2

Other matters
1. The date stated in “Date of Retirement from Position Such as President” is the date the person retired
as Representative Director and President of the Company.
2. When a person is newly appointed as Senior Adviser and Counselor, the appointment is resolved at
the Board of Directors meeting as stipulated in the Articles of Incorporation.
3. The aforementioned persons of Senior Adviser, etc. are not involved in the decision making by theCompany’s senior management. Also, their treatment is deliberated by the Personnel andRemuneration Advisory Committee.
2. Matters on functions of business execution, audit and supervision, nomination and remuneration
decisions (overview of current corporate governance system) [Updated]
In order to strengthen the supervisory function of the Board of Directors and further enhance corporate
governance, as well as to facilitate prompt decision-making and flexible business execution, the Company
has transitioned to a company with Audit and Supervisory Committee after obtaining the approval at the35th Ordinary General Meeting of Shareholders held on June 23, 2022. Additionally, a necessary internal
control system has been established as described below.
The Board of Directors of the Company meets once every month, in principle (in the fiscal year ended
March 31, 2024, a total of 15 meetings were held with all members in attendance), to discuss key
management strategies, the direction of the business portfolio, opportunities and risks related tosustainability, and other issues to enhance corporate value over the medium- to long-term, and it receives
reports on matters concerning safety and corporate ethics in a timely and appropriate manner.
Moreover, the Board of Directors delegates decision-making authority significantly to executive directors
and receives reports on the status of execution of business operations on a timely and appropriate mannerin efforts to establish corporate ethics and enhance monitoring and supervisory functions. Additionally, tofurther enhance and strengthen monitoring and supervisory functions and increase the transparency andfairness of management, the Company appointed, of the 11 (10 male and one female) Directors (excluding
Directors who are Audit and Supervisory Committee Members), four External Directors (excluding
External Directors who are Audit and Supervisory Committee Members) as the Directors specialized inmonitoring and supervision, and appointed four Directors who are Audit and Supervisory Committee
Members (two male Directors and two female Directors, of which three are External Directors who are
Audit and Supervisory Committee Members) with voting rights at the Board of Directors. For this purpose,
the Company is working to reinforce the system of distributing information to the External Directors
through such measures as increasing the opportunities for briefing the External Directors in advance.
In addition, the Group Management Committee, comprised of members including Representative
Directors, Executive Directors and Executive Officers, meets once every week, in principle, to deliberatebasic matters concerning management of the Group.
Currently, Directors who are Audit and Supervisory Committee Members consist of four staff, including
two Directors who are Full-time Audit and Supervisory Committee Members (including one External
Director who is an Audit and Supervisory Committee Member) and two External Directors who are Parttime Audit and Supervisory Committee Members. Of them, External Director who is an Audit and- 23 -

Supervisory Committee Member, Mr. Kenryo Goto is qualified as a certified public accountant and has
considerable knowledge of finance and accounting.
In accordance with the auditing policies and audit plan prepared by the Audit and Supervisory Committee,
Audit and Supervisory Committee Members attend meetings of the Board of Directors, receive reports fromthe Directors (excluding Directors who are Audit and Supervisory Committee Members) and employees,
etc. regarding the status of the execution of their duties, and the structure and operation of the system tosecure the properness of business activities (internal control system), audit the execution of business byDirectors such as by requesting explanation when required, and provide necessary advice andrecommendations. The Directors who are Full-time Audit and Supervisory Committee Members attend
important meetings such as Group Management Committee, conduct audits through investigating regionalorgans and worksites and holding individual hearings with Directors on matters, and request business
reports from the group companies and investigate the status of business and assets as necessary.
In addition, Directors who are Audit and Supervisory Committee Members cooperate with the
Accounting Auditor and the internal audit department through regularly exchanging information and othermeans.
In addition, Directors who are Part-time Audit and Supervisory Committee Members, together with
Directors who are Full-time Audit and Supervisory Committee Members, participate as necessary ininvestigations, etc. of regional organs, etc. and group companies, attend the exchange of opinions between
the Representative Director and President and External Directors (excluding External Directors who are
Audit and Supervisory Committee Members), and provide opinions based on expert knowledge and various
experiences.
With regard to the particulars of internal reporting filed with the contacts responsible for internalreporting by any party within the entire Group, Directors who are Full-time Audit and Supervisory
Committee Members receive reports regularly and investigate the status of its operation.
Regarding the Audit and Supervisory Committee, in the fiscal year ended March 31, 2024, audits wereconducted for priority audit items on “response to the rapidly changing business environment (post-COVID19 pandemic)” and “the construction and operation status of the internal control system of the corporategroup.” The Audit and Supervisory Committee held a total of 15 meetings with all Directors who are Audit
and Supervisory Committee Members in attendance. The meetings were held to formulate audit policies
and audit plans, reappoint the Accounting Auditor, provide consent to the Accounting Auditor’scompensation, etc., prepare audit reports, confirm the appropriateness of proposals to the General Meetingof Shareholders, approve conflict-of-interest transactions, confirm the status of execution of other duties byDirectors, receive reports on important audit-related matters, including reports on the results ofinvestigations of local organizations and group companies, and the status of discussions on key audit matters(KAM), and to deliberate and decide on legal authority and other matters as required. In addition, Audit andSupervisory Committee Communication Meetings were held 15 times with all Directors who are Audit andSupervisory Committee Members in attendance to supplement the Audit and Supervisory Committee andto share information on audit activities and other matters with Audit and Supervisory Committee Members
and the internal audit department.
Also, the Company has appointed its employees to engage exclusively in assisting the Directors who are
Audit and Supervisory Committee Members. The employees to engage exclusively in assisting the Directors
who are Audit and Supervisory Committee Members execute their duties under the orders and instructionsof the Audit and Supervisory Committee.
With regard to internal audits, the Inquiry & Auditing Department, which is the internal audit department,
comprises 15 staff. Through this structure, the Inquiry & Auditing Department conducts evaluation ofinternal controls relating to internal audits and financial reporting towards resolution of essential issues, as
to whether the process of business activities function effectively, for the Company and the group companies.
Those audit plans and audit results are reported to the Representative Director and the Board of Directors.
Furthermore, the Directors who are Audit and Supervisory Committee Members and the Inquiry &Auditing Department shall conduct regular exchanges of opinion on each other’s respective audit plans,methodology, and results, as well as other measures to maintain close mutual cooperation. At the same time,they shall strive to ensure effective and efficient auditing as well as the accuracy and reliability of financial
reporting.

- 24 -

With regard to accounting audits, the Company has entered into an audit agreement with Ernst & Young
ShinNihon LLC, which carries out appropriate audits that are conducted by an audit team comprising threepartners and an auditing support staff consisting of 45 members: 11 CPAs and 34 other support staff. These
audits are appropriately conducted in accordance with auditing standards generally accepted in Japan. In
addition, the audits conducted by the Audit and Supervisory Committee, the Inquiry & Auditing Department,
and the auditing firm involve close mutual cooperation and the ongoing exchange of information regarding
each other’s respective audit plans, methodology, and results, to facilitate effective and efficient auditing asnecessary.
The certified public accountants that have conducted audit operations are as follows:

Name of certified public accountants that have conducted audit operations
Kaname Matsumoto, Yoshihiro Shibata, Masahiko Naka

The President and Representative Director proposes candidates for Directors (excluding Directors who
are Audit and Supervisory Committee Members) to be recommended to the General Meeting of
Shareholders based on the selection criteria established by the Board of Directors after deliberation by the
Personnel and Remuneration Advisory Committee on which External Directors have the majority, and thenomination of candidates is approved by resolution of the Board of Directors.
The President and Representative Director proposes candidates for Directors who are Audit andSupervisory Committee Members to be recommended to the General Meeting of Shareholders upon consent
by the Audit and Supervisory Committee after deliberation by the Personnel and Remuneration Advisory
Committee on which External Directors have the majority, and the nomination of candidates is approvedby resolution of the Board of Directors.
Remuneration, etc. for Directors are as described in “Disclosure of policy for determining remuneration
amounts or calculation methods thereof.”
3. Reasons for adoption of current corporate governance system
In order to strengthen the supervisory function of the Board of Directors and further enhance corporate
governance, as well as to facilitate prompt decision-making and flexible business execution, the Company
has transitioned to a company with Audit and Supervisory Committee after obtaining the approval at the35th Ordinary General Meeting of Shareholders held on June 23, 2022. Additionally, a necessary internal
control system has been established as described below.

- 25 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to vitalize the General Meeting of Shareholders and smooth exercise of voting rights
Supplementary explanations
Notification is generally sent by three weeks before thedate of the General Meeting of Shareholders.

Early notification of General Meeting of
Shareholders
Scheduling Ordinary General Meeting of
Shareholders avoiding the peak day

The meeting is held several days before the peak day.

Allowing electronic or magnetic exercise of
voting rights
Participation in electronic voting platform andother efforts to enhance the voting environment
for institutional investors
Providing convocation notice (fully or partially)in English

Since the General Meeting of Shareholders held in June
2004, the Company has introduced exercise of voting
rights using the Internet.
Since the General Meeting of Shareholders held in June
2008, exercise of voting rights using a “platform forelectronic exercise of voting rights for institutional
investors” operated by ICJ Inc. has been available.
English translations of convocation notices areprepared and posted on the Company’s website. They
are also submitted to securities exchanges and provided
for public inspection.

2. IR activities [Updated]
Supplementary explanations
Preparation and publication of
disclosure policy
Regular investor briefings foranalysts and institutional
investors
Regular investor briefings foroverseas investors
Posting of IR materials on
websiteEstablishment of department
and/or manager in charge of IR

Explanation by the
representative inpersonThe Company prepared the disclosure policy and it
is posted on the Company’s website.
The Company holds briefings following quarterly
financial results, and a briefing on theYesannouncement of the Group’s medium-term
management plans.
The Company makes visits to overseas institutional
investors in Europe, North America, Asia and other Yes
regions around three times a year.
Financial material and so forth is posted on the
Company’s website.
A group in charge of IR has been established within
the Corporate Strategy Division.

- 26 -

3. Measures to ensure due respect for stakeholders [Updated]
Supplementary explanations
Provisions to ensure due respect
The Corporate Philosophy sets out the Company’s intention to meetfor stakeholders in internal
stakeholders’ expectations.
rules, etc.
The Company discloses information about its initiatives forsustainability in the “West Japan Railway Group Integrated Report,” andon the Company’s website and elsewhere. Particularly, as for themeasures to address climate change, the Group has formulated the longterm environmental goal “JR West Group Zero Carbon 2050” in April
2021, and declared its support for the recommendations of the Task
Force on Climate-related Financial Disclosures (TCFD) and has
implemented information disclosure based on the said
Implementation ofenvironmental activities, CSR recommendations.
“West Japan Railway Group Integrated Report”
activities, etc.
URL: https://www.westjr.co.jp/global/en/ir/library/annual-report/2023/
The Company’s website (Initiatives for Sustainability) (in Japanese
only)
URL: https://www.westjr.co.jp/company/action/
Information Disclosure based on the TCFD recommendations
URL: https://www.westjr.co.jp/global/en/aboutus/csr/environment/pdf/TCFD.pdf

Other(1) Views on ensuring diversity in core human resources, status of
ensuring diversity, etc.
The Company believes in appointing the most suitable person for thejob. This also applies to the promotion of female employees, foreign
nationals and mid-career employees to executive and management
positions.
i) Female employees
Since restrictions on women working late at night were abolished in arevision of the Labor Standards Act of Japan, etc. in 1999, we have
prepared the necessary facilities and furthered the expansion of positions
in which women can be active. Having continued to actively hire
women, the current number of female employees stationed across all
workplaces is about 3,900 (approximately 17% of the total workforce).
With regard to the target for the promotion of women, under the General
Employers Action Plan pursuant to the Act on Promotion of Women’sParticipation and Advancement in the Workplace and the Act on
Advancement of Measures to Support Raising Next-Generation
Children from April 2022, the Company has set the goal of increasing
the number of women at the management and leadership levels by atleast 1.5 times the number as of March 31, 2022, by March 31, 2025. In
the “JR-West Group Medium-Term Management Plan 2025,” theCompany is targeting to increase the ratio of women in management
positions to 5.5% by March 31, 2026 and to 10.0% by March 31, 2028.
As for appointment of female officers, the Board of Directors at theCompany comprises 15 Directors, which includes three female
Directors. In June 2015, the Company appointed its first-ever female
Executive Officer. Currently, two women have assumed the office ofAdministrative Officer that is a position equivalent to Executive Officer.
As of April 1, 2024, there are 423 female managers and leaders,
including 11 women holding the position equivalent to executive ofgroup companies.

- 27 -

ii) Foreign nationals
The Company has promoted hiring of career-track employees who havea foreign citizenship since 2016, and a total of 14 employees from eight
countries were hired by the Company as of April 1, 2024. Except for
healthcare employees, no foreign nationals hold a management orleadership position at present. However, the Company will continue torecruit foreign nationals and train them for leadership and management
positions through follow-up and the provision of environments thatenable them to demonstrate their full capabilities and participate
actively.
iii) Mid-career employees
Mid-career employees are engaged in various business operations inaddition to the railway business operation. As of April 1, 2024, about
300 mid-career employees were at the management and leadershiplevels. The Company will continue to actively recruit personnel in themobility services field as well as in the life design field, such as city
development and digital strategy, etc., and train them for management
positions, leading to their promotion.
(2) Policies for human resource development and internal environmental
development to ensure diversity
The Group’s human resource strategy is to ensure the quality ofbusinesses in existing fields, particularly the mobility services field,
while advancing initiatives aimed at expansion in the life design field. In
this way, it will transform its human resource portfolio from one that islargely homogenous to one that comprises a diverse range of employees
to realize ongoing value creation and contribute to the growth of thecorporate group. To realize this portfolio transformation, it is advancing
concrete initiatives centered on the three pillars of “Human resources
cultivation,” “Diversity and inclusion,” and “Work engagement.”
In order to realize “Diversity and Inclusion,” we are making efforts to
evolve into a corporate group that turns each individual’s diverse
characteristics into strengths. This includes positioning theempowerment of women as the highest priority, proceeding withinitiatives from the perspective of career advancement, improving work
environments, and providing support, as well as establishing systems
that increase diversity and job satisfaction.
Also, as initiatives that will drive value creation for taking on challenges
in new fields while ensuring the quality of businesses in existing fields,
the Company is working to actively recruit women as well as to recruit
mid-career professionals, people with disabilities, foreign nationals, andto bring in people from both within and outside the Group. The status ofsuch efforts to date is as follows.
i) Establishing the foundation for diverse human resources to be active
 Establishment of various programs that exceed legal requirements,
such as expanding the scope of use of the shortened working day
system to help employees balance work with childcare and nursing
care, regular communication with employees on leave by supervisors
to support a smooth return to work after childcare leave, training forsupervisors of female employees, further promotion of opportunities
to sit for promotion examinations, establishment of a system thatallows taking childcare leave in installments and postnatal partner
leave, establishment of in-house childcare centers, introduction ofinfertility treatment leave, new establishment of a leave system foraccompanying spouses on assignments, introduction of a flextime
system with no core hours, enhancement of remote work
environments to realize flexible workstyles, introduction of online- 28 -

health checkups using femtech, and implementation of training todeepen the understanding of women’s health among male as well as
female employees, etc.
 Monitoring of attitudes toward taking childcare leave and awarenessraising activities, including through in-house newsletters, to create
environments in which it is easy for men to take childcare leave. The
ratio of male employees taking childcare leave is higher than theJapanese national average and the number of days taken is also
higher (in the fiscal year ended March 31, 2024, the ratio of male
employees taking childcare leave was 67.0% and the average numberof days taken was 91.4).
 Application of systems under which same-sex partners are covered
as equivalent to a spouse, education to enhance understanding of
sexual minorities (LGBTQ+), establishment of internal and external
consultation desks, and collaboration with an authorized nonprofit
organization aimed at encouraging understanding in local
communities and wider society.
 Promotion of employment of people with disabilities in the entire
Group including special subsidiaries (Compared to the statutory
employment rate in 2023 of 2.3%, the employment rate as of June
2023 was 2.94%.)ii) Development of human resources from a diverse range of careers “Sub-career program” that allows employees to engage in workoutside the company in order to acquire new skills, and a “careerdevelopment leave program” that allows employees to study or
acquire qualifications, etc. after taking leave
 Personnel transfer under an open application system for newly
established posts, etc. for the purpose of developing employees who
have a great deal of willingness to take on challenges and highmotivation
 Mutual temporary assignment for personnel exchanges in the Group Assessment-type training before promotion to cultivate employees atthe leadership level of the entire Group Temporary assignment and assignment to training of employees tocompanies and research institutions in Japan and abroad to acquire
leading-edge technologies and insights
 Promotion of business skill acquisition without being bound by timeand places through online distance learning Group-wide support for re-employment into the Group of former
employees who have accumulated various experiences outside theCompany.
 Career training and re-skilling education for management employees Re-employment of employees who wish to continue employment
after retirement as senior employees, establishment of a senior leader
system, a unique re-employment system for leadership-level
employees for the purpose of facilitating generational change andpassing on skills (As of April 2024, there are approximately 4,500
rehired employees)
 Establishment of a grand senior employee system, which is a reemployment system for senior employees and senior leader
employeesiii) Fostering of a company where employees have pride and motivation
 Utilization of quantitative index, such as employee awareness survey
and stress checks, to enhance “mental and physical health” and“pride and motivation” of employees, which are positioned as “afoundation for human resource cultivation”- 29 -

 In the “JR West Group Medium-Term Management Plan 2025,” theCompany set a target of 88% for the “Motivated Workplace Ratio” atthe end of the fiscal year ending March 31, 2028 and in order toachieve this target, the Company will conduct a simple assessment ofwork engagement (pulse survey) every quarter starting in the fiscal
year ended March 31, 2024 to increase the frequency of PDCA
(plan-do-check-act) cycles(3) External evaluation
As a result of the aforementioned initiatives, up to the present, theCompany has received the following commendations and recognitions.
 2023 Certified Health & Productivity Management Outstanding
Organizations Recognition Program (“White 500” in Large
enterprise category) “Child-rearing Support Company” (commended by the Minister of
Health, Labour and Welfare) New Diversity Management Company Selection 100 (commended
by the Minister of Economy, Trade and Industry) Highest rating of “Gold” for “Pride Index 2023”
 Highest rating of “Best Workplace” for “D&I AWARD 2023”
 Highest rating of “Three-star Certified Company” in the Osaka
Leading Companies for Women’s Empowerment program (OsakaCity)
URL: https://www.westjr.co.jp/company/action/training/ (in Japaneseonly)- 30 -

IV. Matters Related to the Internal Control System
1. Basic views on internal control system and progress of system development [Updated]
Basic views on internal control system and progress of system development are as follows:
The Company positions the internal control system as the foundation for realizing the “JR-West Group
Long-Term Vision” based on “Our Purpose,” which is the meaning of the Company’s existence in society
and the vision to which we aspire. The Company will create social and economic value by pursuing safety
and security and engaging in other compliance and risk management activities.
In order to realize this objective, the following basic initiatives shall be established and continuously
improved.
1. Systems to secure the execution by the Directors and employees of their duties to comply with laws
and regulations and the Articles of Incorporation(1) Establish a system to ensure legal compliance and corporate ethics in all of the Group’s businessactivities, toward fostering common values by creating a Code of Conduct and Code of Ethics,
including “Corporate Philosophy” and “Safety Charter.”(2) Ensure appropriate operation and oversight of the Board of Directors in accordance with theRegulations of the Board of Directors, and ensure the monitoring and oversight functions byclarifying the responsibilities and authorities related to the execution of duties.
(3) With respect to important events related to laws and regulations or corporate ethics in the JR-WestGroup, a special committee shall deliberate and evaluate such events, and by establishing an internaland external whistle-blowing system, the Company shall respond appropriately and make thenecessary reports to the Board of Directors.
(4) The status of compliance with laws and regulations in the JR-West Group shall be checked from time
to time by the relevant divisions in accordance with internal rules, and any significant events shallbe reported to the Board of Directors.
(5) The internal audit department, which is the department responsible for internal audits, shall audit theCompany’s overall operations and those of its group companies from an independent and objective
standpoint, and report the results of internal audits to the Board of Directors.
(6) To eliminate any ties with anti-social forces, the Company shall establish a control and supervision
department, etc. and develop procedures for dealing with such forces, as well as work closely withexternal specialized organizations.

- 31 -

2. Systems concerning storage and management of information on the execution by the Directors of theirduties(1) Information related to the execution of duties by Directors shall be appropriately prepared, stored,
managed, and disposed of as documents or electromagnetic records by each responsible department
in accordance with laws, regulations, and internal rules, and shall be maintained in a state that allows
access to such information as necessary.
(2) Regarding information security, the Company shall formulate policies and measures for the entire JRWest Group and shall establish an information security management system.
3. Regulations concerning management of the risk of loss and other systems(1) The Company shall take the Fukuchiyama Line accident very seriously, and in accordance with the“Corporate Philosophy” and “Safety Charter,” the Company shall establish “Railway Safety
Management Manual” and “JR-West Group Railway Safety Think-and-Act Plan,” etc., and establish
a safety management system to prevent serious accidents and take prompt and appropriate action when
accidents or disasters occur, and shall report necessary safety-related matters, etc., to the Board of
Directors in a timely manner.
(2) The Company shall regularly evaluate and identify risks that may have a significant impact on the
management of the JR-West Group, establish a committee to centrally manage such risks, promotegroup-wide measures to prevent such risks, and report the deliberations of the committee to the Boardof Directors.
(3) With regard to risks that may have a significant impact on the management of the JR-West Group, theCompany shall establish a department responsible for crisis management and internal rules, share
information promptly and accurately in the event of a potentially serious incident, establish a task
force as necessary, and establish a company-wide system to ensure the safety and security of customers
and employees and minimize losses for the Group.
4. Systems to secure efficient execution by the Directors of their duties(1) As a company with an Audit and Supervisory Committee, decision-making authority for importantbusiness operations is largely delegated from the Board of Directors to Executive Officers, and an
executive officer system has been introduced to delegate authority to executive officers, etc., to ensure
prompt and decisive management decision-making and business execution.
(2) The Board of Directors shall deliberate on important management matters and receive reports on safety,
internal control systems, and other matters related to the status of business execution in a timely andappropriate manner.
(3) The Group Management Committee consisting of the Representative Directors, the Executive
Directors, the Executive Officers designated by the President, etc., shall meet to deliberate on
fundamental matters for execution of business.
5. Systems to secure the properness of business activities of the corporate group(1) The Company shall establish a department in charge of group management and establish a system forprior discussion and reporting with the Company on important management matters at groupcompanies, including business plans, personnel and remuneration for directors and audit &supervisory board members, and other matters, as well as after-the-fact reporting.
(2) The Company’s officers, etc. shall serve as directors and audit & supervisory board members ofimportant group companies to ensure the legality and effectiveness of group management.
(3) Within the JR-West Group, companies shall be established as management units that integrate groupcompanies operating in the same business category and the divisions of JR-West related to the railway
business, and these management organizations shall lead, direct and manage the entire management
units.
6. Matters concerning the employees to assist the Audit and Supervisory Committee to execute theirduties, the matters concerning the independence of the employees from the Directors (excluding
Directors who are Audit and Supervisory Committee Members) and the matters concerning thesecurement of efficiencies of directions to such employees- 32 -

(1) The employees of the Board of Directors Office who engage in assisting the Audit and Supervisory
Committee shall, independently of any section, execute their duties under the orders and instructionsof the Audit and Supervisory Committee.
(2) In consideration that such employees are assuming a key role of engaging in part of the supervisingand auditing functions, the Company shall appoint them by taking into full account their experienceand knowledge and matters regarding personnel changes and evaluations of such employees require
the consent of the Audit and Supervisory Committee.
7. System for reporting by directors and employees of the Company and its subsidiaries or any party
receiving reports from such persons to the Audit and Supervisory Committee and other systems forreporting to the Audit and Supervisory Committee, and a system to ensure the prevention of unfair
treatment because of such reporting(1) When a Director, Executive Officer, etc. of the Company or the head of any department in the head
office recognizes any act in violation of laws, regulations, or the Articles of Incorporation of theCompany or the occurrence of any fact that may cause significant damage to the Company or groupcompanies, he or she shall promptly report such act to the Audit and Supervisory Committee.
(2) Internal whistle-blowing reports from within the JR-West Group shall be reported to the full-time
Audit and Supervisory Committee Member, who is in charge of handling such reports, at any time oron a regular basis.
(3) A system required to ensure that persons who make the above reports, etc. shall not be treatedunfavorably because of such reports shall be established.
8. Other systems to ensure effective audits by the Audit and Supervisory Committee(1) All expenses incurred by the Audit and Supervisory Committee Members in executing their duties,
including consultation with attorneys, auditing firms and other third-party professionals as thenecessity arises, shall be borne by the Company.
(2) Enhance and strengthen the auditing system of the JR-West Group as a whole, through measures suchas holding regular liaison meetings between the Audit and Supervisory Committee Members of theCompany and the audit & supervisory board members of group companies.
In addition, in order to ensure the effectiveness of the internal control system and to continuously improveit, the Company shall formulate “Internal Control Management Regulations” regarding the system of
responsibility and specific measures to be taken in relation to the internal control system.
2. Basic views on eliminating anti-social forces and progress of related efforts [Updated]
Basic views on eliminating anti-social forces and progress of related efforts are as follows:
The Group strives to take a resolute stand against anti-social forces and to have no truck with them basedon the basic views on internal control system described above and the “JR West Japan Group Code of
Conduct.” Specifically, the system is as follows.
1. Establish a general supervising division, and appoint a manager responsible for preventing
unreasonable requests.
2. Work closely with external specialized agencies such as the police and lawyers and gather thenecessary information at all times.
3. Prepare response manuals and introduce “Anti-Social Force Elimination Clauses” into all contract
types.
4. Conduct thorough education and instruction by distributing the “JR West Japan Group Code of
Conduct” booklet and holding training and so forth.

- 33 -

V. Other
1. Adoption of anti-takeover measures
Adoption of anti-takeover measures

Not adopted

Supplementary explanation–
2. Other matters concerning corporate governance system [Updated]
The Company complies with laws and regulations such as the Financial Instruments and Exchange Act
of Japan and with the Securities Listing Regulations and so forth stipulated by securities exchanges. It also
strives to provide timely and appropriate disclosure of information through the following internal systems.
1. Ascertain internal information
With respect to the “important corporate information” set out by the above-mentioned Securities Listing
Regulations, the Company has appointed internal sections with responsibility for duties relating to eachkind of information and prepared systems to ascertain information securely and to manage it rigorously.
2. Information collection and management
The manager responsible for handling of information shall be appointed, and the manager provides
overall management of important corporate information for business management. The Company has alsoestablished a secretariat within the Corporate Strategy Division, tasked with collating and managing
corporate information.
3. Report to the manager responsible for handling of information
In the event of an incident corresponding to important corporate information, and so forth, the section
involved is required to promptly report the information to the manager responsible for handling of
information and related officers. In cases where it is not clear whether the event constitutes important
corporate information or not, the system requires the section involved to refer to the manager responsible
for handling of information on all such occasions.
4. Timely and appropriate disclosure of information
For publication of important corporate information, the Corporate Strategy Division plays the central
role in coordinating with the Corporate Governance Headquarters, Corporate Communications
Department, Tokyo Headquarters, and other relevant internal sections, and promptly provides theinformation by TDnet, etc., in an effort to ensure timely and appropriate disclosure of information.
5. Formulation, notification, and penetration of internal rules
Basic matters relating to management and so forth of corporate information are set out in the“Regulations for Timely Disclosure Information Management and Prevention of Insider Trading.” To
ensure timely and appropriate information disclosure, the Company strives to notify these internal rules to
officers and employees, and so forth, and to help them penetrate.

- 34 -

[Reference 1] Corporate governance system

Election /Dismissal

Election /Dismissal

Directors
Advice(excluding Directors who are Audit andSupervisory Committee Members)

ReportRefer important matters on
a consolidated basis /Report status of operations

Audit,
etc.

Audit and Supervisory
Committee
Directors who are Audit andSupervisory Committee
Members

Authority delegation
Monitoring / Supervision

ReportAuthority
delegation
Instructions /Supervision

Accounting
Auditor(Note 2) (Ernst & Young
ShinNihon LLC)

Board ofDirectors
OfficeAudit

Management at the level of Representative
Director, Executive Director, and Head
Office Executive Officer

Refer /
Report mattersrelated tooperations

Coordination

Group Management Committee

ReportCoordination(Note 1)President and Representative Director

Sustainability Committee/ Corporate Ethics and Human Rights
Committee/ Group Risk Management Committee

Election /Dismissal

Board of Directors

Inquiry

ReportPersonnel and Remuneration Advisory Committee

General Meeting of Shareholders

Audit

Audit

Coordination

Instructions /Supervision

Inquiry & Auditing
Department

Audit

Audit
(Note 2)

Audit

Executive Officers / Administrative Officer/
Technical Officer
Head office departments and offices, branches,
worksites

Group companies
Consolidated subsidiaries
Coordination

Notes 1. The Board of Directors Office has been established as an organization that supports duties of the Board of Directors
and the Audit and Supervisory Committee, and exclusive assistant employees whose independence is ensured fromexecutive directors have been appointed.
2.
denotes audit scope of the Accounting Auditor.

- 35 -

[Reference 2] Knowledge, experience and abilities, etc. possessed by the Directors (Including Directors who
are Audit and Supervisory Committee Members) (Skill Matrix)
To realize the five key strategies in the “JR West Group Medium-Term Management Plan 2025”: “Improvesafety of railways,” “Revitalize and restructure core businesses (railway business and Group business),”“Further evolve real estate and city development,” “Develop diverse services via digital strategy” and “Create
new businesses,” in order for the Board of Directors to make appropriate decisions in a timely manner andto exercise a highly effective monitoring and supervisory function, the skills (knowledge, experience, abilities,etc.) currently considered important for the Board of Directors are defined as (i) corporate management, (ii)governance, (iii) safety and quality, (iv) customer satisfaction and marketing, (v) innovation and global
environment, (vi) city development and (vii) coexistence with local communities. The Company believes
that the components of ESG-related skills are included in each of the seven individual skills, and that allboard members should be equipped to exhibit each of these skills.
The table below lists the skills that each Director (including Directors who are Audit and Supervisory
Committee Members) currently possesses and is expected to demonstrate in particular with regard to theabove seven skills.
Skills particularly expected to be displayed (major components stated in the lower column)
Corporate
management

Name

Position in the
Company

Governance

Legal affairs
Risk
Strategy
management
Organization
Diversity
development
Human rights
Finance strategy
Humanresourcesdevelopment

Representative
Director
Kazuaki Hasegawa (Chairman of theBoard ofDirectors)●

Director
Yoshinobu Tsutsui (Independent,
External)●

Haruko Nozaki

Director(Independent,
External)

Kenji Iino

Director(Independent,
External)●

Director
Yoshiyuki Miyabe (Independent,
External)●

Shoji Kurasaka

Representative
Director●

Kouichi Haruna

Representative
Director●

Akira Inoue

Representative
Director●

Eiji Tsubone

Director●

Hideo Okuda

Director●

Customersatisfaction/
MarketingInnovation/
GlobalenvironmentCitydevelopment

Coexistencewith local
communities

DX/
Real estate
Advanced
Safety-related Customer value
development
technology
technologies/
creation
Enhancing the
Productivity
SafetyExpandingconvenience ofimprovement
managementbusinesses in
the railway
Realization of a
new fields
network
Quality
Decarbonized
Branding
Improving themanagement
Society
appeal of cities
Energy savings

Tourism/
Industrial
development
Local culture
development
Sustainabletransportation
systems

Safety/Quality

●

●

●

●

●

●
●
●

●
●

●

●
●

●

●

●

Takeshi Urushihara Director- 36 -

●

●

●

●
●

Skills particularly expected to be displayed (major components stated in the lower column)
Corporate
management

Name

Position in the
Company

Maki Ogura

Director who
is a full-time
Audit andSupervisory
Committee
Member(Independent,
External,
Chairman ofAudit andSupervisory
Committee)

Makiko Tada

Director who
is a full-time
Audit andSupervisory
Committee
MemberEmiko Hazama

Director who
is an Audit andSupervisory
Committee
Member(Independent,
External)

Kenryo Goto

Director who
is an Audit andSupervisory
Committee
Member(Independent,
External)

Governance

Legal affairs
Risk
Strategy
management
Organization
Diversity
development
Human rights
Finance strategy
Humanresourcesdevelopment

Customersatisfaction/
MarketingInnovation/
GlobalenvironmentCitydevelopment

Coexistencewith local
communities

DX/
Real estate
Advanced
Safety-related Customer value
development
technology
technologies/
creation
Enhancing the
Productivity
SafetyExpandingconvenience ofimprovement
managementbusinesses in
the railway
Realization of a
new fields
network
Quality
Decarbonized
Branding
Improving themanagement
Society
appeal of cities
Energy savings

Tourism/
Industrial
development
Local culture
development
Sustainabletransportation
systems

Safety/Quality

●

●

●

●

●

●

●

●

Notes: 1. Of skills possessed by each individual, up to three skills that are particularly expected to be displayed in light ofthe composition of the Board of Directors have the mark “●.”
2. The above table is not an exhaustive list of all the knowledge, experience, ability, etc., the individuals possess.

- 37 -

[Reference 3] Remuneration Categories and Payment Criteria, etc.
Remuneration
Category

Payment Criteria

Payment Method

Remuner
ation
compositi
on
*2

Basic
remuneration

Remuneration table based on management responsibilities and paid at an
appropriate level

Paid in cash every month60%

Paid in cash at certain timesof the year

30%

Payment of monetaryclaims at a certain time anddelivery of restricted sharesin exchange for payment ofsuch claims

10%

Consolidated profits
Asset efficiency
Financial
indicators
Performanceevaluation
remuneration*1

Company performance portion
Nonfinancial
indicators
Individual performance portion

Share-based
remuneration

Share ofconsolidated profits
in the life design
field

70%

Railway safety
Global environment
Work engagement

Main KPIs in the divisions forwhich each Director is
responsible

30%

Provided at a base amount according to management responsibilities*1 For Representative Director and President, etc., only the company performance portion is applied*2 When all performance indicators reach KPI targets set at the beginning of the full fiscal year

- 38 -