[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

Corporate Governance Report
Last Update: October 24, 2023
Ichigo Inc.
Scott Callon, Chairman
Contact: Takanori Sakamatsu, Senior Statutory Executive Officer
Tel. 03-3502-4818
Securities Code: 2337
www.ichigo.gr.jp/en
I.

Corporate Governance Principles & Corporate Structure

1. Basic Policy
Ichigo is a Japanese sustainable infrastructure company dedicated to making the world more sustainable.
We are committed to growing long-term value for shareholders by contributing to a sustainable society.
Ichigo’s key businesses are:1) Sustainable Real Estate – preserving and improving real estate, lengthening the useful life of buildings
and other physical and social infrastructure;2) Asset Management – managing the Tokyo Stock Exchange-listed Ichigo Office (8975), Ichigo Hotel(3463), and Ichigo Green (9282), and private real estate funds;
3) Clean Energy – developing and operating solar and wind power plants nationwide that supply clean
energy and bring productive use to idle land.
Ichigo works to continually strengthen its compliance culture and corporate governance in order to improve
its business performance, enhance transparency, and promote its sustainable growth. Ichigo aims to reduce
the environmental impact of our activities and pro-actively join conservation efforts in line with the “Ichigo
Sustainability Policy.” Ichigo is committed to optimizing its organizational structure and further developing
the capabilities of its employees while promoting its sustainability management system.
In pursuit of these goals, Ichigo has taken the following actions:
Ichigo has adopted the Company with Committees (Nominating, Audit, Compensation) governancestructure.
All Directors on Ichigo’s Board of Directors (the “Board”) are aware of their fiduciary responsibility
towards shareholders and work collaboratively and appropriately with other stakeholders to ensure sustained
value creation for shareholders.
・Ichigo’s Board focuses on setting and supervising long-term corporate strategy and management, anddelegates day-to-day management of Ichigo to Statutory Executive Officers while making clear therespective roles and responsibilities of the executive team. Through its supervision, the Board aims to drive
management transparency and agility.
・In order to ensure active and meaningful discussion, the Board is comprised of four Directors who also
serve as Ichigo Statutory Executive Officers, thus having hands-on understanding of Ichigo’s business, andfive Independent Directors with specialized expertise, including former CEOs of major Japanese companies
and experts in finance and accounting.
・The Nominating Committee is comprised of a majority of Independent Directors and selects Director
candidates for approval at Ichigo’s shareholder meetings, appoints Statutory Executive Officers, andprovides advice on the selection of Directors at all Ichigo group companies.

-1-

・Ichigo has established a Compliance Committee directly under the Board that is independent frommanagement in order to monitor and evaluate critical compliance matters.
・As of the date of this report, the number of Directors on the Board and its committees are as follows:
Board: 9 (of whom 5 are Independent Directors)
Nominating Committee: 5 (of whom 3 are Independent Directors)
Audit Committee: 3 (of whom all are Independent Directors)
Compensation Committee: 5 (of whom 3 are Independent Directors)
Compliance Committee: 4 (of whom 2 are Independent Directors)
Ichigo works to ensure that all employees understand its mission and values and work to fulfill the mission
and values through the following measures:・Ichigo’s mission and values are communicated on an ongoing basis to all employees, including during
annual business goal-setting and personnel evaluations.
・Ichigo shares its Code of Corporate Ethics and Code of Conduct with all Ichigo group companies toensure that all employees are fully informed of the importance of adhering to them.
・All Ichigo employees, including at all Ichigo group companies, participate in annual training where thecontent of the Code of Corporate Ethics and Code of Conduct is explained and discussed, and all employees
expressly acknowledge and pledge their compliance in writing.

Explanation of Any Non-Compliance with Corporate Governance Code Principles
Ichigo complies with all principles of the Corporate Governance Code.
Disclosure with respect to Compliance with Corporate Governance Code Principles
Principle 1.4 Cross-Shareholdings
Ichigo does not engage in cross-shareholdings.
Principle 1.7 Related Party Transactions
Any transaction with a Director or a major shareholder (a “Related Party Transaction”) is carefully
examined with respect to its purpose, the process of negotiation, the fairness of its price, and whether it willcontribute to Ichigo’s shareholder value, and is further examined by external legal counsel and discussed by
Ichigo’s Audit Committee before being submitted for consideration to the Board.
Furthermore, at the end of each business year the Audit Committee requires all Directors, Statutory
Executive Officers, and Directors of all Ichigo group companies to submit a signed statement confirming
the absence of any conflicts of interest, illegal provision of profits, abnormal transactions, or violations offiduciary duty during the course of their duties.
Supplementary Principle 2.4.1 Diversity of Core Personnel
More than 90% of Ichigo and its group company personnel are mid-career hires with diverse careerbackgrounds, and when hiring key personnel, it is Ichigo’s policy to consider candidates based on theirabilities and achievements in context of expected roles, regardless of gender, age, and nationality. Ichigo
aims for the proportion of women in management roles to be equal to the overall gender ratio of the firm,
and is working to promote professionalism and career advancement, and support work-life balance.
Ichigo’s human resources policy, details of personnel composition, and information about workplaceenvironment are disclosed in Ichigo’s Sustainability Report and on its corporate website. Ichigo constantly
undertakes progressive measures to ensure both creativity and diversity as Ichigo continues to expand its
businesses, and will promptly disclose such measures as necessary.

-2-Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
Ichigo does not have a corporate pension plan, so therefore does not oversee any pension fund management.
Principle 3.1 Full Disclosure(i) Ichigo discloses its mission, corporate strategy, and long-term vision on its corporate website.
(ii) Ichigo provides details on its corporate governance through this report, available on its corporatewebsite, and through its Financial Report (Yuka Shoken Hokokusho).
(iii) Ichigo’s policy on Director and Statutory Executive Officer compensation is disclosed in this report, its
Financial Report (Yuka Shoken Hokokusho), and its Business Report (Jigyo Hokokusho).
(iv) With respect to the Board’s selection and dismissal of Directors and the appointment of Statutory
Executive Officers, the two principles described in (1) and (2) below are considered by the Nominating
Committee in making its recommendations.
(1)

Nomination of Candidates for Directors and Statutory Executive Officers
Ichigo’s Nominating Committee, comprised of a majority of Independent Directors, is responsible
for nominating candidates for Director and Statutory Executive Officer. The Nominating
Committee holistically considers: 1) the candidates’ ability to contribute both to Ichigo and tosociety in adherence with Ichigo’s mission and Code of Conduct; and 2) the candidates’
understanding and compliance with relevant laws and regulations.

(2)

Nomination of Candidates for Independent Directors
Nomination of candidates, provided that the candidates do not have any personnel, capital, orother relationship in conflict with Ichigo, are based on a holistic consideration of the Tokyo Stock
Exchange’s standards for independence; the candidates’ depth of expertise and experience infields such as management, law, accounting, and finance; and the candidates’ ability to objectively
monitor Ichigo’s management. Candidates are nominated by the Nominating Committee andapproved by the Board.

(v) Explanations with respect to the nomination and appointment of each Director are disclosed in Ichigo’s
shareholder meeting materials.
Supplementary Principle 3.1.3 Sustainability Initiatives
Ichigo has established a sustainability management system, including an Ichigo Sustainability Policy inorder to drive its sustainability initiatives, and discloses details of such initiatives on its website.
The knowledge and expertise of our personnel are essential underpinnings of our business, and we work togrow and develop this critical human capital through measures such as providing in-house trainings. Ichigo
considers employee health a management priority and also works to set policies and workplaceenvironments that support employees in realizing their best. Its multitude of efforts towards these ends aredisclosed on its website. Ichigo’s investments in intellectual property include those related to its promotionof Real Estate DX (digital transformation), as disclosed in its long-term vision, as well as software
investments aimed at enhancing operational efficiency and accuracy.
Ichigo has been accelerating its initiatives aimed towards a net-zero carbon society, such as joining RE100
and establishing the ReGeneration Group, which directly reports to the CEO and is responsible for Ichigo’sgroup-wide environmental initiatives. The ReGeneration Group works to gather information towards
becoming climate positive, assess and implement related initiatives, calculate greenhouse gas emissions andobtain third-party verifications thereof, and proactively participate in a range of international initiatives.
(Note: Climate positive refers to a state in which reductions in greenhouse gasses exceed emissions.)
Ichigo analyzes the impact of climate change on its business activities, earnings, and financial plans, andbased on such analysis discloses its TFCD-compliant long-term targets and initiatives towards addressing
climate change on its corporate website.
www.ichigo.gr.jp/pdf/esg/Ichigo_TCFD_Alignment_ENG.pdf-3-Supplementary Principle 4.1.1 Roles and Responsibilities of the Board
The Board examines and decides on matters stipulated by law and regulation, set in Ichigo’s Articles ofIncorporation, defined in internal rules pertaining to the Board, and presented to the Board as an agenda
item. All other decision matters are delegated to Ichigo’s management with the objective to promote soundgovernance through a clear separation between business execution and the supervision thereof.
All Statutory Executive Officers are expected to efficiently and effectively make decisions and lead
employees within their specific scope of delegated responsibility and authority. To this end, Ichigo has
established internal rules that clearly define the specific roles, responsibilities, authority, and requirements
for consultation of the Board and the respective Executive Officers such that each individual business caseis appropriately examined and decided upon by the relevant organization.
Principle 4.9 Independence Standards and Qualifications of Independent Directors
Pursuant to both the Company Law and the Tokyo Stock Exchange’s standards for independence, Ichigo
selects Independent Directors who have significant experience in the field of finance and corporate
management, are accountants with extensive experience in advising various tax and accounting transactions,
including M&A, or are former CEOs of major Japanese companies. Ichigo’s standards for independence are
as defined by the TSE, and are disclosed both in Ichigo’s Financial Report (Yuka Shoken Hokokusho) and
Ichigo’s shareholder meeting materials.
Supplementary Principle 4.10.1 Appropriate Independent Director Involvement and Advice via the
Independent Nominating and Compensation Committees
Ichigo has adopted the Company with Committees (Nominating, Audit, Compensation) governancestructure and has established the Nominating and Compensation Committees, each comprised of a majority
of Independent Directors, to deliberate and resolve on critical issues such as the nomination, appointment,
and dismissal of directors, while carefully considering gender diversity and candidate skillset.
Supplementary Principle 4.11.1 Preconditions for Board EffectivenessIchigo’s view with respect to the diversity, knowledge, experience, and expertise of the Board is consistent
with its criteria used to select individual Directors as disclosed in its response to Principle 3-1 (iv).
The skill matrix of Ichigo’s Board of Directors has been disclosed on page 25 of the Materials for the
Twenty-Third Annual Shareholder Meeting.
www.ichigo.gr.jp/news/p_news_file/file/Ichigo_20230503_FY2023_AGM_ENG.pdf
Ichigo’s Articles of Incorporation stipulates that the Board must comprise no more than twelve Directors
with a majority of the Directors being Independent Directors. Ichigo believes the size of the Board isappropriate for effective supervision of management and deliberation of Board matters. Also, the Board iscomprised of Independent Directors with specialized expertise, including former CEOs of major Japanesecompanies.
Supplementary Principle 4.11.2 Positions Held at Other Companies by Directors
Positions held at other companies by Directors and Independent Directors are within reason and do notinterfere with their roles and responsibilities at Ichigo. Any Director seeking to assume a position at anothercompany must notify Ichigo in advance and receive prior approval by the Board with respect theappropriateness of assuming such position. Positions held at other companies by Directors are disclosed in
the Securities Report and on page 52 of the Materials for the Twenty-Third Annual Shareholder Meeting.
www.ichigo.gr.jp/news/p_news_file/file/Ichigo_20230503_FY2023_AGM_ENG.pdf-4-Supplementary Principle 4.11.3 Board Evaluation
Ichigo’s Board in the previous fiscal period consisted of ten Directors, of whom a majority (six Directors)
were Independent Directors. Ichigo conducts the Board evaluation by having each Director independently
assess the Board with respect to the below evaluation criteria, followed by the Board collectively analyzing
and reviewing the results.
(1) Board Composition(2) Board Operation(3) Board Effectiveness(4) Board Support Resources(5) Engagement with Shareholders and Stakeholders(6) Board Operation Under Covid(7) SDGs and Sustainability Initiatives
The Board confirmed that its deliberation and decision-making processes are effective, leveraging theknowledge and experience of the Directors, and that the Board is appropriately overseeing management inline with Japan’s Corporate Governance Code. The Board thus concluded that it is functioning properly.
Ichigo uses the Board Evaluation to improve the functioning of its Board and disclose and explain thatfunctioning to Ichigo shareholders. Ichigo will continue to conduct a Board evaluation on an annual basis.
Ichigo is committed to further improving its corporate governance structure and growing shareholder value
by ensuring the effectiveness of its Board and actively communicating with its shareholders and investors.
Ichigo disclosed the details of its most recent board evaluation in its May 30, 2023 release “Board of
Directors Evaluation.”
www.ichigo.gr.jp/news/p_news_file/file/Ichigo_20230530_Board_Evaluation_ENG.pdf
Supplementary Principle 4.14.2 Director and Auditor Training
Ichigo is a member of the Japan Association of Corporate Directors (JACD) and the Japan Audit &Supervisory Board Members Association (JASBA) and provides its Directors, including Independent
Directors, with opportunities to participate in seminars and trainings held by these associations.
Furthermore, Ichigo will bear expenses with respect to any training and materials that Directors feel arenecessary in order for them to execute their supervisory responsibilities. Additionally, Ichigo has established
Ichigo University, available to all Ichigo employees, in order to provide opportunities for employees toenhance their skills necessary to successfully perform their respective roles. Ichigo also permits employees
to pursue relevant licenses and qualifications at Ichigo’s expense. Ichigo-wide compliance training(including the topic of insider trading prevention) is conducted at least once a year. In addition, employeesof the two Ichigo companies operating with Financial Instrument and Exchange Law (FIEL) licenses are
subject to a strict compliance regime that includes four mandatory training sessions each year.
Newly appointed Independent Directors are briefed on Ichigo’s corporate governance, its business, andfinancial statements, and are given direct exposure to Ichigo’s business activities via briefings and site visits
to Ichigo real estate assets.
Principle 5.1 Policy for Constructive Dialogue with Shareholders
Ichigo’s IR team within the Finance Division is responsible for shareholder relations. A corporate
presentation on Ichigo’s financial results is held quarterly for analysts and institutional investors. In
addition, an English-language earnings webinar is held every quarter for the benefit of global investors.
Ichigo also makes available video recordings and transcripts of the Q&A sessions of these corporate
presentations and webinars on Ichigo’s corporate website. Small group meetings and one-on-one meetings
are also conducted for analysts and investors, both domestically and abroad.
The IR team also services telephone calls, email inquiries, and other correspondences with shareholders, andis responsible for reporting all such shareholder interaction with management.
In recognition that Ichigo’s shareholder meetings are a critical forum for dialogue with shareholders, Ichigo
always holds its shareholder meetings on weekends in order to maximize shareholder attendance andendeavors to share quality time with shareholders not just at the shareholder meeting but also by conducting
a business results meeting and reception for shareholders. Ichigo addresses all questions pertaining to voting
agenda items in earnest and tries to ensure that shareholders fully understand Ichigo’s business strategy.

-5-

2. Shareholding Structure
Percentage of Non-Japanese Shareholders

Over 30%

Major Shareholders
Name
ICHIGO TRUST PTE. LTD. (Standing
Proxy: The Hong Kong and Shanghai
Banking Corporation Limited, Tokyo
Branch)The Master Trust Bank of Japan, Ltd.
(Trust Account)
MACQUARIE BANK LIMITED DBU AC(Standing Proxy: Citibank, N.A., Tokyo
Branch)Number of Shares

Morgan Stanley MUFG Securities Co., Ltd.
BNYM SA/NV FOR BNYM FOR BNYGCM CLIENT ACCOUNTS M LSCB RD(Standing Proxy: The Bank of TokyoMitsubishi UFJ, Ltd.)BNYMSANV RE GCLB RE JP RD
LMGC (Standing Proxy: Citibank, N.A.,
Tokyo Branch)
Custody Bank of Japan, Ltd. (Trust
Account)

Percentage (%)

225,108,200

49.65%

27,671,900

6.10%

22,653,000

5.00%

20,455,464

4.51%

20,252,000

4.47%

12,243,455

2.70%

9,512,300

2.10%

9,137,400

2.02%

8,124,800

1.79%

4,775,100

1.05%

SMBC Nikko Securities Inc.
MORGAN STANLEY SMITH BARNEY
LLC CLIENTS FULLY PAID SEG
ACCOUNT (Standing Proxy: Citibank,N.A., Tokyo Branch)
STATE STREET LONDON CARE OF
STATE STREET BANK AND TRUST，
BOSTON SSBTC A/C UK LONDONBRANCH CLIENTS- UNITED
KINGDOM (Standing Proxy: The Hong
Kong and Shanghai Banking Corporation
Limited, Tokyo Branch)
Controlling Shareholder

Ichigo Trust

Parent Company

N/A

Supplementary Explanation
Percentage (%) in the above table is calculated excluding treasury shares (51,992,200 shares).

-6-3. Corporate Profile
Stock ExchangeTokyo Stock Exchange Prime

Fiscal Year-End

February

Type of Business

Real Estate

Number of Employees (Consolidated) as of
the End of the Previous Fiscal Year
Revenue (Consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

Between 100 and 500
Between JPY 10 billion and JPY 100 billion
Between 10 and 50

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling or
Major Shareholder
In the event of any transactions with its controlling shareholder (Ichigo Trust), Ichigo takes special care toprotect the interests of minority shareholders and has in place appropriate procedures to that effect,
including the due diligence of all transactions by the Compliance Department, Internal Audit Department,
Audit Committee, Board, and external legal counsel. In addition, the majority of the Board are Independent
Directors.

5. Other Special Circumstances which may have Material Impact on Corporate Governance
N/A

II. Business Organization and Other Corporate Governance Systems for Decision-Making, Business
Execution, and Management Oversight
1. Organizational Structure
Organizational Form

Company with Committees(Nominating, Audit and Compensation)

Directors
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation

12
1 yearBoard Chairperson

Chairman (Internal Director)

Number of Directors

9

Appointment of Independent Directors

Yes

Number of Independent Directors

5-7-Relationship of Independent Directors with Ichigo (1)Name
Tetsuya Fujita
Noriko Kawate
Yukio Suzuki
Nobuhide Nakaido
Sakon Uda

Relationship with Ichigo*

Background

a

b

c

d

e

f

g

h

i

j

k

Management (unrelated to Ichigo)
Accountant
Management (unrelated to Ichigo)
Management (unrelated to Ichigo)
Management (unrelated to Ichigo)* Categories for “Relationship with Ichigo”○ when the Director presently falls or has recently fallen under the category

when the Director fell under the category in the pastwhen a close relative of the Director presently falls or has recently fallen under the category▲ when a close relative of the Director fell under the category in the past△●a. Executive of Ichigo or its subsidiaries
b. Non-executive Director or executive of a parent company of Ichigo
c. Executive of a fellow subsidiary of Ichigo
d. A party whose major client or supplier is Ichigo or an executive thereof
e. Major client or supplier of Ichigo or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from Ichigo besides compensation as a Director/Auditor
g. Major shareholder of Ichigo (or an executive of the said major shareholder if the shareholder is a legal
entity)h. Executive of a client or supplier of Ichigo (which does not correspond to any of d, e, or f)i. Executive of a company with which Ichigo Independent Directors/Auditors are mutually appointed
j. Executive of a company or organization that receives a donation from Ichigo
k. Others
Relationship of Independent Directors with Ichigo (2)NameCommittee
Membership

Tetsuya Fujita

Nominating/Compensation/
Audit

Noriko Kawate

Nominating/Compensation/
Audit

Registeredwith TSE as
Independent
Director
Yes

Yes

-8-

Reason for Appointment
Ichigo’s Nominating Committee and Board havenominated Mr. Tetsuya Fujita as a candidate for
Director based upon his extensive knowledge andexperience working for a leading property
insurance company and a leading life insurancecompany.
Ichigo’s Nominating Committee and Board havenominated Ms. Noriko Kawate as a candidate for
Director based upon her experience in statutory
audit at a major auditing firm and her experiencein accounting and tax advisory as a certified public
accountant and tax accountant.

Name
Yukio Suzuki

Nobuhide Nakaido

Sakon Uda

Committee
Membership
Audit

Nominating/Compensation/

Registeredwith TSE as
Independent
Director
Yes

Yes

Yes

-9-

Reason for Appointment
Ichigo’s Nominating Committee and Board
have nominated Mr. Yukio Suzuki as a
candidate for Director based upon his extensive
experience and knowledge of corporate andsecurities research from serving important roles
at a securities company, think tank, and asset
management company at a major financialgroup, and his experience and knowledge inoperational monitoring and risk control, which
he can draw upon to fully monitor Ichigo’s
activities.
Ichigo’s Nominating Committee and Board
have nominated Mr. Nobuhide Nakaido as a
candidate for Director based upon his extensive
experience and knowledge as the Executive
Vice President of one of Japan’s largest trading
companies and President & Chairman of aleading Japanese IT system company, driving
innovation in the IT service industry andincreasing shareholder value through workstyleand workplace transformation, which he candraw upon to fully monitor Ichigo’s activities
on behalf of shareholders.
Ichigo’s Nominating Committee and Board
have nominated Mr. Sakon Uda as a candidate
for Director based upon his extensive
experience in corporate strategy andmanagement, and serving as Independent
Director and Chairman of the Board of major
listed companies. He has extensive knowledge
in corporate governance, HR development, andcorporate management, which he can draw
upon to fully monitor Ichigo’s activities onbehalf of shareholders.

Committees
Committee Composition and Chairperson
All
Committee
Members
Nominating
Committee
Compensation
Committee
Audit Committee

Full-timeMembers

Internal
Directors

Independent
Directors

Chairperson

5

1

2

3

Internal Director

5

1

2

3

Internal Director

3

0

0

3

Independent
Director

Statutory Executive Officers
Number of Statutory Executive Officers

13

Statutory Executive Officer Duty Status

Scott Callon

Yes

Additional Duties as Director
Nominating
Compensation
Committee
Committee
MemberMemberYes
Yes
Yes

Takuma Hasegawa

Yes

Yes

Yes

Yes

No

Akira Yamanouchi

No

No

No

No

Yes

Minoru Ishihara

No

Yes

No

No

No

Eri Murai

No

Yes

No

No

No

Takeyuki Yoshimatsu

No

No

No

No

Yes

Takanori Sakamatsu

No

No

No

No

Yes

Kazunori Kurita

No

No

No

No

Yes

Takashi Ohigawa

No

No

No

No

Yes

Yasutoyo Senda

No

No

No

No

Yes

Kenji Tanaka

No

No

No

No

Yes

Hiroaki Fujii

No

No

No

No

Yes

Naoko Furukawa

No

No

No

No

Yes

Name

Representative
Authority- 10 -

Additional
Duties as
EmployeeNoAudit Structure
Appointment of Directors and/or Employees
to Support the Audit Committee

Yes

Matters Related to the Independence of Directors and Employees from Statutory Executive Officers
Directors and employees who assist in the performance of the duties of the Audit Committee report to the
Audit Committee. The appointment, transfer, appraisal, and compensation of the relevant employees require
the consent of the Audit Committee. This ensures independence from the Statutory Executive Officers.
Other matters regarding the independence of such Directors and employees are pursuant to internal rules as
separately provided.
Coordination between the Audit Committee, External Auditors, and Internal Audit
Executive decisions are monitored by both the Audit Committee, from the perspective of supervision, andthe Internal Audit Department, from the perspective of execution. The Internal Audit Department works
closely with the Audit Committee and its members in discussing the internal audit plan, conducting internal
audits, and reporting findings to management. Additionally, the Audit Committee and Internal Audit
Department work closely with External Auditors by discussing and exchanging views on important matters.
Independent Directors
Number of Independent Directors

5

A Lead Independent Director has been chosen by vote of the Independent Directors.
Compensation & Incentives
Incentive Policies for Directors and/or Statutory
Executive Officers

Performance-Linked Compensation, Stock Options

Supplementary Explanation
Compensation of Directors and Statutory Executive Officers is determined based on a variety of factors,
including job content, job performance, and market-based compensation.
– Compensation of Directors
Compensation of Directors consists of a base salary and a performance-based bonus. The base salary is a
fixed amount based on the role and responsibilities of each Director. The performance-based bonus is basedon Ichigo’s total corporate performance, the Director’s level of contribution towards value creation acrossthe Ichigo Group, and the Director’s level of achievement of their respective goals.
– Compensation of Statutory Executive Officers
Compensation of Statutory Executive Officers consists of a base salary and a performance-based bonus. Thebase salary is a fixed amount based on the role of each Statutory Executive Officer. The performance-based
bonus is based on Ichigo’s total corporate performance, the performance of the operating unit or area forwhich the Statutory Executive Officer is responsible, the Statutory Executive Officer’s individual
performance, and the Statutory Executive Officer’s contribution towards enhancing operations andalignment with the corporate mission and corporate code of conduct.

- 11 -

– Stock Options
Stock options are granted to further strengthen commitment towards Ichigo’s sustainable growth and the
maximization of shareholder value. These stock options are granted in addition to the compensation
described above and are awarded based on the position and specific role and responsibility of the recipient.
Recipients of Stock Options

Internal Directors, Independent Directors, Statutory
Executive Officers, and Employees

Supplementary Explanation
All Ichigo employees work together to strengthen Ichigo’s finances and operating performance and increase
shareholder value. To this end, stock options are issued to all Directors and employees to further strengthen
this commitment.

Compensation for Directors and Statutory Executive Officers
Disclosure of Individual Directors’Compensation
Disclosure of Individual Statutory Executive
Officers’ Compensation

N/A
N/A

Supplementary Explanation
Aggregate compensation is disclosed for Directors, Statutory Executive Officers, and Independent
Directors.
Policy on Determining Compensation Amounts
and Calculation Methods

Yes

Disclosure of Policy on Determining Compensation Amounts and Calculation Methods– Compensation of Internal Directors
Compensation of Directors consists of a base salary and a performance-based bonus. The base salary is a
fixed amount based on the role and responsibilities of each Director. The performance-based bonus is basedon Ichigo’s total corporate performance, the Director’s level of contribution towards value creation acrossthe Ichigo Group, and the Director’s level of achievement of their respective goals.
Compensation of Independent Directors
Compensation of Independent Directors consists of a base salary and a performance-based bonus. The basesalary is a fixed amount in accordance with the number of points assigned to each Independent Director
based on their respective supervisory roles and past management experience. If a performance-based
director bonus is to be paid, the amount is based on a point system, similar to that used for base salary,taking into consideration the importance of the supervisory function and the contribution towards value
creation across the Ichigo Group.
– Compensation of Statutory Executive Officers
See above.

- 12 -

– Stock Option
See above.
Ichigo has adopted a Company with Committees (Nominating, Audit, Compensation) governance structure,and the Compensation Committee, comprised of a majority of Independent Directors, has the authority to
decide Ichigo’s compensation policy and the compensation amount for each officer. The Compensation
Committee Chairman drafts a proposal regarding each Director and Statutory Executive Officer’s
compensation, and the Compensation Committee members evaluate the performance of each individual to
finalize the proposal. In addition, the Compensation Committee acts as an advisory body with respect tocompensation at all Ichigo group companies and reviews the compensation of all officers within the Ichigo
group to ensure strong corporate governance.
The Compensation Committee is comprised of five members, two of which are Internal Directors and three
are Independent Directors. The Committee held six meetings this year with 100% attendance by all fivemembers.
Compensation of Ichigo’s Internal Directors consists of a base salary, a performance-based bonus, and stock
options, with the breakdown 20% to 40% base salary, 45% to 70% performance-based bonus, and 10% to
15% stock options. The proportion of the performance-based bonus and stock options is higher than the basesalary in order to align their interests with Ichigo shareholders and reflect their responsibility as members ofsenior management for Ichigo’s total corporate performance. (The proportion of base salary relative to totalcompensation is higher for Statutory Executive Officers.)
The performance-based bonus is based on a comprehensive assessment of Ichigo’s total corporate
performance and growth in shareholder value and incorporates metrics including achievement of Ichigo’s
annual operating profit, recurring profit, and net income forecasts, shareholder returns (dividends andbuybacks), and progress with respect to the KPIs in the Ichigo 2030 long-term vision.
Administrative Support for Independent Directors– The Board Secretariat supports the effective execution of duties by the Board by drafting meeting
agendas and related materials, providing pre-notification of the agendas, scheduling meetings, andrecording meeting minutes.
– The Nominating Committee Secretariat ensures the effective execution of duties by drafting meeting
agendas and related materials, providing pre-notification of the agendas, scheduling meetings, andrecording meeting minutes.
– The Audit Committee Secretariat and Ichigo employees selected by the Audit Committee ensure theeffective execution of duties by the Audit Committee by drafting meeting agendas and related materials,
providing pre-notification of the agendas, scheduling meetings, and recording meeting minutes.
– The Compensation Committee Secretariat ensures the effective execution of duties by the Compensation
Committee by drafting meeting agendas and related materials, providing pre-notification of the agendas,
scheduling meetings, and recording meeting minutes.

- 13 -

2. Overview of Current Corporate Governance System
Ichigo operates under the Company with Committees (Nominating, Audit, Compensation) structure toensure robust supervision of management, agile business execution, and effective, transparent, and ethicalbusiness operations.
– Business Execution
Aside from responsibilities specifically assigned to the Board by law or Ichigo’s Articles of Incorporation,internal rules, and shareholder meeting resolutions, the Board delegates responsibility for businessexecution to the Statutory Executive Officers, who in turn lead and direct employees based on the
management policy set by the Board and in accordance with their respective assigned roles. The Chairman
and President oversee Statutory Executive Officers serving as division heads, and in turn these division
heads oversee their respective teams. Of Ichigo’s Statutory Executive Officers, there are eleven men and
two women.
Ichigo regularly holds a Senior Management Meeting at which important business matters across all of
Ichigo’s businesses are deliberated. Senior Management Meeting participants are: Scott Callon (Chairman),
Takuma Hasegawa (President), Minoru Ishihara (Executive Vice President & COO), Eri Murai (Executive
Managing Director), Takeyuki Yoshimatsu (Executive Managing Director), Takanori Sakamatsu (Senior
Statutory Executive Officer), Hiroshi Iwai (President, Ichigo Investment Advisors), Yasuhide Hosono(President, Ichigo Estate), Ryutaro Yamamoto (Executive Vice President, Ichigo Estate), Eiichiro Gotoh(President, Ichigo ECO Energy), and Masahiko Koketsu (President, Ichigo Owners).
Ichigo works to achieve efficient business execution by setting a clear management policy and businesstargets. Specifically, Ichigo sets a business plan, the President’s annual policy direction, and annual businessgoals for Ichigo and each business unit, and these are shared with all of Ichigo’s Directors and employees.
In addition, the Compliance Department reviews all material business matters.
– Monitoring
The Board sets a long-term management policy and monitors business execution based on this. In order topromote active dialogue and effective internal control, the Board is comprised of five Independent Directors
with specialized fields of expertise and four Internal Directors also serving as Statutory Executive Officers(Chairman, President, Executive Vice President, and Executive Managing Director). Of the nine members of
the Board, two are women.
Ichigo has three statutory committees (Nominating, Audit, Compensation) and a Compliance Committee.
Nominating Committee (Held 5 meetings in the previous fiscal year): Chairman: Takuma Hasegawa;
Members: Scott Callon, Tetsuya Fujita, Noriko Kawate, Nobuhide Nakaido
Audit Committee (Held 18 meetings in the previous fiscal year): Chairman: Tetsuya Fujita; Members:
Noriko Kawate, Yukio Suzuki
Compensation Committee (Held 6 meetings in the previous fiscal year): Chairman: Takuma Hasegawa;
Members: Scott Callon, Tetsuya Fujita, Noriko Kawate, Nobuhide Nakaido
Compliance Committee (Held 2 meetings in the previous fiscal year): Chairman: Takuma Hasegawa; Vice
Chairman: Yukio Suzuki; Members: Scott Callon, Tetsuya Fujita- 14 -

– Independent Director Activities in the Previous Fiscal Year
Tetsuya Fujita: Attended 9 out of 9 meetings (100%) of the Board of Directors. Attended 18 out of 18
meetings (100%) of the Audit Committee and attended 2 out of 2 meetings (100%) of the Compliance
Committee. Attended 5 out of 5 meetings (100%) of the Nominating Committee and 6 out of 6 meetings(100%) of the Compensation Committee. Commented and advised on resolutions and discussions from an
objective standpoint independent from the management team, primarily in the areas of corporate
management, risk management, and ESG.
Noriko Kawate: Attended 9 out of 9 meetings (100%) of the Board of Directors. Attended 18 out of 18
meetings (100%) of the Audit Committee. Attended 5 out of 5 meetings (100%) of the Nominating
Committee and 6 out of 6 meetings (100%) of the Compensation Committee. Commented and advised on
resolutions and discussions from an objective standpoint independent from the management team, primarily
in the areas of finance and investment, and risk management.
Yukio Suzuki: Attended 9 out of 9 meetings (100%) of the Board of Directors. Attended 18 out of 18
meetings (100%) of the Audit Committee and attended 2 out of 2 meetings (100%) of the Compliance
Committee. Commented and advised on resolutions and discussions from an objective standpoint
independent from the management team, primarily in the areas of corporate management, finance andinvestment, and risk management.
Masatoshi Matsuzaki: Attended 9 out of 9 meetings (100%) of the Board of Directors. Attended 5 out of 5
meetings (100%) of the Nominating Committee. Attended 6 out of 6 meetings (100%) of the Compensation
Committee. Commented and advised on resolutions and discussions from an objective standpoint
independent from the management team, primarily in the areas of ESG, and human resource development.
Nobuhide Nakaido: Attended 8 out of 9 meetings (88.8%) of the Board of Directors since becoming a
director. Commented and advised on resolutions and discussions from an objective standpoint independent
from the management team, primarily in the areas of corporate management, finance and investment, andhuman resource development.
Amina Sugimoto: Attended 6 out of 7 meetings (85.7%) of the Board of Directors since becoming a
director. Commented and advised on resolutions and discussions from an objective standpoint independent
from the management team, primarily in the areas of corporate management, finance and investment, and
ESG.
– Independent Director Limited Liability Agreements
In order to retain Independent Directors of the highest quality, Ichigo has in place limited liability
agreements pursuant to Article 427 Clause 1 and Article 423 Clause 1 of the Company Law. These
agreements set the maximum liability to be borne by an Independent Director as the minimum liable amountspecified in Article 425 Clause 1 of the Company Law. However, limitation of liability is predicated upon
execution of duty in good faith and in absence of any gross negligence.

3. Reason for Adoption of Current Corporate Governance System
Ichigo is working to strengthen its corporate governance to ensure effective and ethical management anddrive sustainable shareholder value creation. Since May 2006, Ichigo has adopted the Company with
Committees (Nominating, Audit, Compensation) governance system to ensure robust supervision ofmanagement, agile business execution, and effective, transparent, and ethical business operations.

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III. Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize Shareholder Meetings and Promote the Exercise of Voting Rights
Scheduling the Meeting to
Maximize Attendance
Allowing Electronic Exerciseof Voting Rights
Participating in Electronic
Voting Platform

Providing Shareholder
Meeting Materials in English
Other

Supplementary Explanation
Ichigo always holds its shareholder meetings on the weekends in order tomake it easier for shareholders to participate.
Ichigo allows for electronic voting via the Internet.
Ichigo encourages voting from as many shareholders as possible byparticipating in the TSE’s electronic voting platform, thus making it easierfor institutional investors, both domestic and overseas, to exercise theirvotes. This also helps to ensure that the interests of shareholders arereflected in the management of Ichigo.
Ichigo provides early disclosure of its shareholder meeting materials in both
Japanese and English on both the TSE’s electronic voting platform as wellas its corporate website.
Ichigo views its shareholder meeting as a critical forum for dialogue with its
shareholders. In order to ensure that shareholders have sufficient time tounderstand and consider agenda items, the convocation notice is sent three
weeks in advance of the shareholder meeting. At its shareholder meetings,
Ichigo ensures that shareholders have ample opportunity to engage indialogue with the company and have questions answered. In addition, theshareholder meeting is live-streamed so that shareholders can watch themeeting in real-time.

2. IR Activities
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
Other

Supplementary Explanation
Ichigo conducts half-year and full-year results meetings, along with Q1 andQ3 earnings calls, led by the Chairman and President. Ichigo also conducts
small meetings as well as one-on-one investor meetings on a regular basis.
Ichigo also participates in investor conferences hosted by securities
companies.
Ichigo holds an English-language earnings call every quarter, led by the
Chairman, along with conducting one-on-one meetings and participating ininvestor conferences.
Ichigo posts IR materials on its IR release page of the corporate website
immediately after disclosure via the Tokyo Stock Exchange. Ichigo also
posts financial statements, press releases, and corporate presentationmaterials, including video/audio recordings of earnings meetings andearnings calls, on the website. Investors and shareholders can also sendinquiry emails to the IR team using a form on the website. In order to ensurethat differential language disclosure does not result in any information
disadvantage for all Ichigo stakeholders, Ichigo releases its IR information
simultaneously in both Japanese and English.
Ichigo’s investor and shareholder relations are handled by the IR teamwithin the Finance Division. Communication with investors andshareholders is conducted via phone calls, email, and conventional mail.
Ichigo sends IR-related announcements and updates to investors in real-time
via an email distribution service. In order to promote a deeper understandingof Ichigo and its businesses, Ichigo hosts a business results meeting for the
benefit of shareholders on the same day as its shareholder meeting.

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3. Measures to Ensure Due Respect for Stakeholders
Internal Rules for Respecting
the Position of Stakeholders
Environmental & CSR
Activities

Information Provision to
Stakeholders

Other

Supplementary Explanation
Ichigo’s mission is to contribute to Japanese society. All of Ichigo’s businessactivities are conducted with this mission at heart and in strict compliancewith Ichigo’s Code of Corporate Ethics, Code of Conduct, and Ichigo’s
internal rules.
Ichigo has made sustainability a key business and social priority as a
responsible corporate citizen, and sustainability remains at the core ofeverything we do. Ichigo has established and disclosed its Ichigo
Sustainability Policy to contribute to sustainability and address corporatesocial responsibility. In addition, Ichigo has adopted a sustainability system,
and under its Ichigo Sustainability Promotion Organization Code, Ichigo has
established individual policies for important environmental issues identified
in the Ichigo Sustainability Policy, determined concrete initiatives to reduce
our environmental impact, and implemented the code and policy based on
the Ichigo EMS Manual.
With its mission of contributing to Japanese society, Ichigo puts
environmental protection and ESG activities at the center of its business,and discloses these initiatives in its Sustainability Report. (Please refer toIchigo’s website for details on Ichigo’s ESG initiatives.)
Ichigo’s Code of Corporate Ethics stipulates that Ichigo will ensure abalanced relationship between clients, shareholders, and all otherstakeholders, and make disclosures in a fair, timely, and equitable manner. It
further stipulates that Ichigo will focus on transparent and ethicalmanagement as a means to enhance its business operations.
Supportive Workstyle and Workplace Initiatives
・Ichigo offers all employees the option of a shortened six-hour work day
in order to accommodate the diverse needs of employees at different life
stages and with different personal circumstances.
・Ichigo provides employees with the option of maternity/paternity leave
for two years (or up to three years under certain circumstances); subsidies(JPY 10,000 per day for a maximum of 10 days per month) to help coverchildcare and nursing expenses during overtime, weekend work, andbusiness trips; and paid leave to tend to young children.
・To support the health of and prevent the illness of employees working
certain levels of overtime hours, Ichigo offers regular check-ups with an
occupational health physician.
・Ichigo’s retirement age is set at 70.
・Ichigo has implemented a remote work policy to provide employees withthe flexibility to work outside the office and support their job satisfaction
and productivity.
Percentage of women in executive positions: 17.6%
Percentage of women in management positions (includes Team Leaders):
29.6%
Percentage of women employees: 44.6%
Return rate of employees who take maternity/paternity leave: 100%
(as of February 28, 2023）
Health Management Initiatives
・Best Place to Work initiative to promote the health of all employees.
・Reduction of work hours (monitoring overtime, opportunities to meetwith occupational health physicians, management training, and ongoing- 17 -

monitoring by the HR Division). Average overtime: 10.7 hours in 2021,
11.7 hours in 2022, and 11.6 hours in 2023.
・Mental healthcare training and mental healthcare checks for all
employees.
・Enhanced periodic health check-ups and subsidies for follow-up medical
examinations.
・Promotion of the full use of paid vacation days.
・Sharing of health-related information.
・Ichigo University seminars on lifestyle-related health issues.
・Provision of a positive working environment, including flexible andversatile office layouts, communal spaces, nutritional foods for
employees, etc.
・Sponsorship of Ichigo clubs such as golf, running, soccer, and flower
arrangement.

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IV. Internal Control Systems
1. Internal Control System Details
Pursuant to Japan’s Company Law, Ichigo has set forth a “Basic Policy for the Establishment of Structure ofInternal Controls,” and established the required internal policies, ensured the legality and efficiency of
Ichigo’s operations, and established an appropriate risk management system. Ichigo will strive to improveand reinforce these systems through continuous review.
a. Internal Controls to Ensure that Statutory Executive Officers and Employees Execute Their Duties inCompliance with Laws and Regulations and Ichigo’s Articles of Incorporation(i) Corporate Governance– Ichigo’s Board determines material matters regarding management and monitors the execution of duties
by Statutory Executive Officers pursuant to laws and regulations, the Articles of Incorporation,
shareholder meeting resolutions, Ichigo’s corporate mission, Board rules, Ichigo’s Code of Corporate
Ethics, and Ichigo’s Code of Conduct.
– The Statutory Executive Officers make decisions on the execution of business that are delegated by the
Board, and perform their duties pursuant to these decisions, Board resolutions, and internal rules.
– In order for the Board to monitor the execution of duties by Statutory Executive Officers, the Statutory
Executive Officers report on the status of the execution of business to the Board at least quarterly.
Statutory Executive Officers monitor and supervise the execution of one another.
– The status of the execution of duties by Statutory Executive Officers will be audited by the Audit
Committee.
(ii) Compliance– Ichigo has established a Code of Corporate Ethics and Code of Conduct which provide rules andstandards for action to be taken by all employees including Directors and Statutory Executive Officers.
– Ichigo has established a Compliance Committee to deliberate major issues regarding compliance. The
Compliance Committee is independent from the Statutory Executive Officers.
– Ichigo’s compliance structure comprises Responsible Officers (Chairman and President), a Statutory
Executive Officer (Corporate Operations), a Compliance Officer, and a Compliance Department under
Corporate Operations. These parties work together across businesses and Ichigo group companies toensure proper compliance across Ichigo.
– Ichigo has in place a whistleblower system whereby Directors, Statutory Executive Officers, andemployees can report any questionable acts to a designated internal person or external lawyer.
(iii) Structure to Ensure Appropriate Financial Reports– Ichigo has established internal systems to ensure lawful and appropriate financial reports by establishinginternal rules and by complying with the Financial Instruments and Exchange Act, accounting standards,
and other related laws and regulations.
– The President, Statutory Executive Officers (Audit, Finance, HR, and Corporate Operations), andInternal Audit Department promote and establish an internal structure which complies with J-SOX.
(iv) Internal Audit– Ichigo has established a Statutory Executive Officer (Audit) and Internal Audit function which conducts
an internal audit with respect to compliance with laws and regulations, the Articles of Incorporation,internal rules, and the appropriateness of the execution of duties, and reports the results of the audit to
the Audit Committee, the Chairman, the President, and the Board. The Statutory Executive Officer(Audit) and the Internal Audit Department reports on corrective activities called for by the audit to the
Audit Committee, the Chairman, the President, and the Board.
The Internal Audit Department closely collaborates with the Audit Committee and Audit Committee
members to establish an internal audit plan and reports the results of audits. The Audit Committee, Audit
Department, and the Corporate Auditor also hold meetings as required to exchange views on material
audit-related matters.

- 19 -

(v) Elimination of Involvement with Anti-Social Forces– In order to prevent anti-social forces from entering into the real estate and financial markets, Ichigo has
established a Code of Corporate Ethics which prohibits interaction with anti-social forces, working incooperation with the Police Department and other institutions.
– Ichigo has designated Statutory Executive Officer (Corporate Operations), Compliance Officer, and theCompliance Department as responsible for working to prevent any and all interaction with anti-social
forces by: coordinating with the Police Department, external counsels, and other external experts;
becoming a member of police-related institutions; establishing manuals for the screening of anti-social
forces; conducting due diligence checks on transaction counterparties; including language in contracts toprevent interaction with anti-social forces; and establishing manuals with respect to the handling ofinteraction with anti-social forces.
– In the event Ichigo encounters an anti-social force, the Statutory Executive Officer (Executive Vice
President & COO) shall promptly contact and relay the information to the police, external counsel, andall Ichigo companies and take a forceful attitude and fully reject any interaction with the anti-social
force.
(vi) Structure to Prevent Insider Trading– In order to prevent insider trading, the Chairman and President have appointed a Statutory Executive
Officer (Finance) as the person responsible for information control with regards to information specified
by the stock exchange and a Statutory Executive Officer (Corporate Operations) as the person
responsible for information control by Ichigo’s internal rules. The Statutory Executive Officer (Finance),
responsible for providing the management structure of internal information and for the management oftransactions of specific securities by employees, thoroughly prevents insider trading within each Ichigo
company in cooperation with the designated Statutory Executive Officer (Finance).
(vii) Initiatives to Fight Climate Change– Ichigo’s President is responsible for initiatives to fight climate change, and has directed the Statutory
Executive Officer (Executive Vice President & COO) and the ReGeneration Group to coordinate with
all Ichigo group companies to reduce greenhouse gases produced by Ichigo’s businesses. The President
sets long-term and annual greenhouse gas reduction targets, and together with the Statutory Executive
Officer (Executive Vice President & COO) and the ReGeneration Group, monitors progress against
these targets. The Board monitors the progress of these climate change initiatives based upon annual
reports after fiscal-year end from the President, Statutory Executive Officer (Executive Vice President &COO), and the ReGeneration Group.
b. Systems for the Retention and Management of Information Pertaining to Execution of Duties by
Statutory Executive Officers
Ichigo properly retains and manages documents and other information pertaining to the execution ofduties by the Statutory Executive Officers with due care and in compliance with laws and regulations andinternal rules.
c. Risk Management Policies and Systems(i) The Board delegates decision-making authority as appropriate to Statutory Executive Officers to
support the agile execution of duties. All employees are responsible to establish policies with respect totheir own activities that are appropriate to effective execution of risk management.
(ii) As a means to facilitate strong risk management and appropriate handling of material risks, Ichigo
has established a risk management structure comprised of Responsible Officers (Chairman andPresident), the Overseeing Statutory Executive Officer (Corporate Operations), and a Risk Management
Department.
(iii) The Statutory Executive Officer (Corporate Operations) together with the Risk Management
Department are responsible for monitoring risks associated with business execution.

- 20 -

(iv) The Statutory Executive Officer (Corporate Operations) is responsible for setting and coordinating arisk management framework to handle situations of crisis, including natural disasters. In the event of acrisis, a crisis management team will be established under the President, aimed at preventing any further
damages and a speedy recovery of business.
d. Systems to Ensure Effective Execution of Duties by Statutory Executive Officers(i) The Board authorizes Statutory Executive Officers to make certain decisions for the appropriate andagile execution of duties. In order to comprehensively discuss and deliberate on material management
matters, the Statutory Executive Officer (Finance) convenes regular management meetings comprised of
the Chairman & Representative Statutory Executive Officer, the President & Representative Statutory
Executive Officer, the Executive Vice President & Statutory Executive Officer, and the President ofmajor subsidiaries, thus ensuring smooth execution of duties by Statutory Executive Officers.
(ii) Ichigo creates mid-term management plans, annual Ichigo-wide business targets, and annual
subsidiary and division business targets. The Statutory Executive Officer (Finance) ensures effective andefficient management by tracking Ichigo’s progress against these plans and targets.
e. Directors and Employees Assisting the Performance of the Duties of the Audit Committee(i) Directors who assist in the performance of the duties of the Audit Committee will be determined by
the Board in line with the opinions of the Audit Committee.
(ii) Employees assisting the performance of the duties of the Audit Committee are members of theInternal Audit Department appointed by the Head of the Internal Audit Department and the Audit
Committee. Following the direction of the Audit Committee or a member of the Audit Committee
assigned by the Audit Committee, the Head of the Internal Audit Department manages the members ofthe department or directly leads the execution of assisting in the performance of the duties of the Audit
Committee.
(iii) Statutory Executive Officers must confirm that the Audit Committee and employees assisting in theperformance of the duties of the Audit Committee receive no undue constraints in carrying out duties. In
case such employees receive undue constraints in carrying out duties, the employees can report to the
Audit Committee or one or more Audit Committee Members appointed by the Audit Committee inadvance, and request for such constraints to be resolved.
f. Independence of Directors and Employees from Statutory Executive Officers
Directors and employees who assist in the performance of the duties of the Audit Committee report to the
Audit Committee. The appointment, transfer, appraisal, and compensation of the relevant employees
require the consent of the Audit Committee. This ensures independence from the Statutory Executive
Officers. Other matters regarding the independence of such Directors and employees from the Statutory
Executive Officers are pursuant to internal rules as separately provided.
g. Reporting by Directors, Statutory Executive Officers and Employees to the Audit Committee and Other
Systems for Reporting to the Audit Committee(i) Audit Committee Members may attend the meetings of the Board, the Compliance Committee, andother important meetings and listen to the status of the execution of duties by Statutory Executive
Officers, inspect related materials, and ask for explanations and reports at the meetings.
(ii) All Statutory Executive Officers, department heads, and other employees must explain and report to
the Audit Committee and Audit Committee Members as required.
(iii) Statutory Executive Officers and employees must immediately report on the matters below to the
Audit Committee or to its members. Where determined to be necessary, Statutory Executive Officers andemployees can also report matters not listed below to the Audit Committee or its members. If the matter
reported falls within Ichigo’s Whistleblower policy, then such report shall follow the procedures of thepolicy. Any person making a report shall not be relieved of employment and shall not receive any
disadvantageous treatment directly as a result of making such report.

- 21 -

1. Any matter that may have a material impact on Ichigo’s business operation and financial standing(including matters of compliance and risk management)
2. Any matter that has material impact on Ichigo’s internal control systems
3. Any matter that impacts Ichigo’s handling of complaints or whistleblower reports
4. Any matter stipulated in the rules with respect to matters to be reported to the Audit Committee
5. Any matter that may materially impact the audits conducted by the Audit Committee or its members
h. Other Systems to Ensure Effective Audits by the Audit Committee(i) The Internal Audit Department works closely with the Audit Committee and the Audit Committee
Members by discussing the internal audit plan and handles the reporting of the results. Audit Committee
Members and the Internal Audit Department also work closely with the External Auditor and exchange
opinions about internal audit issues.
(ii) The Audit Committee or the Audit Committee Member designated by the Audit Committee may
retain any lawyers, certified public accountants, consultants, and other outside advisors at Ichigo’s costwithout prior approval from the Board or the Statutory Executive Officers.
(iii) The Audit Committee Member designated by the Audit Committee reports the status of theexecution of duties by the Audit Committee to the Board at least quarterly.
i. Systems to Ensure Fully Appropriate Business Activities by Ichigo and its Subsidiaries(i) Ichigo’s subsidiaries share Ichigo’s Management Philosophy, Code of Corporate Ethics, and Code of
Conduct.
(ii) In managing its subsidiaries, Ichigo provides advice with respect to each subsidiary’s corporate
governance, compliance, risk management, and prevention of involvement with anti-social forces
pursuant to Ichigo’s internal rules, in addition to Ichigo exercising its rights as a shareholder.
(iii) Ichigo has established a Business Promotion Department to supervise and monitor Ichigo
subsidiaries, including determining the subsidiaries’ rules and regulations, obtaining ongoing reportingwith respect to their business developments, and managing and guiding each subsidiary towards
achieving its KPIs.
(iv) The Audit Committee works closely with Ichigo subsidiaries by holding liaison meetings with the
Auditors of the subsidiaries to exchange opinions about material internal audit matters.
(v) The business activities of Ichigo’s subsidiaries are subject to an internal audit by the Internal Audit
Department.
(vi) In the event of any transactions with Ichigo Trust, Ichigo’s controlling shareholder, Ichigo takes
special care to protect minority shareholders and has in place and follows appropriate procedures,
including Board resolutions and reporting.
(vii) In order to prevent conflicts of interests, Ichigo has established a Policy for Managing Conflicts ofInterest and manages any conflicts in accordance with such policy.
(viii) Ichigo subsidiaries hold meetings attended by officers and executives of the respective companies
to ensure consistency of decision-making and operational efficiency and establish and maintain a system
where execution of duties by subsidiary Directors are reported regularly to Ichigo.
(ix) In accordance with Ichigo’s approach, its subsidiaries establish a corporate governance framework,
compliance structure (including an internal reporting system), a structure to secure the reliability offinancial reporting, an internal audit system, a system against anti-social forces, a structure to prevent
insider trading, and risk management systems. Ichigo’s subsidiaries also establish and operate a system toensure that the officers and employees of the subsidiaries execute their duties in compliance with laws
and regulations, and the Articles of Incorporation.

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Internal Control Implementation Status
1. Internal Controls to Ensure that Statutory Executive Officers and Employees Execute Their Duties in Full
Compliance with Japanese Law and Ichigo’s Articles of Incorporation (Article 416 Clause 1 of theCompany Law, Article 112 Clause 2 Item 4 of the Enforcement Regulation of the Company Law)
Status(1) The Board is comprised of five Independent Directors and four internal Directors and had a total of 9
meetings during the previous fiscal year with a 96.6% attendance rate. Statutory Executive Officers makedecisions and or seek board approval through proposal documents and report their activities to the Board atleast quarterly. The Audit Committee is comprised of three Independent Directors and held a total of 18
meetings during the previous fiscal year with a 100% attendance rate.
(2) (a) Compliance – The Compliance Committee held two meetings to deliberate material compliancematters and conducted training sessions based on Ichigo’s Code of Corporate Ethics and Code of
Conduct. A whistleblowing system exists, including the ability to directly notify an external legal
counsel.
(b) Financial Reporting Controls – The President, together with Statutory Executive Officers of eachdivision and subsidiary, work to ensure compliance with internal controls and the evaluation thereof.
(c) Internal Audit – The objective of Internal Audit Department for the previous fiscal year was tocontribute to management level decision-making through an Ichigo-wide, risk-based approach inclose collaboration with the Audit Committee and Subsidiary Corporate Auditors. Specifically, audits
examined the appropriateness of the fulfilment of management contracts, the status of investment
securities, and information management systems.
(d) Prevention of Dealings with Anti-Social Forces – Ichigo has written manuals on how to handle AntiSocial Forces as well as rules that prescribe that Anti-Social Forces clauses must be included in
Ichigo contracts. Ichigo also works with the Tokyo Metropolitan Police Department and otherexternal experts in conducting due diligence of business counterparties. (See “System Against AntiSocial Forces”)(e) Prevention of Insider Trading – Through its internal rules on the management of insider information,
Ichigo strictly manages all critical corporate information and ensures proper disclosure thereof.
Internal rules require that all employees must pre-clear any transaction in designated securities with
the Statutory Executive Officer of their respective divisions.
2. System to Ensure Proper Storage and Management of Information Required for Execution of Duty by
Statutory Executive Officers (Article 112 Clause 2 Item 1 of the Enforcement Regulation of the Company
Law)
StatusHandling of information is stipulated in the Information Security Management Policy and handling of
documents is stipulated in the Document Management Policy, and all employees conduct business in fullcompliance with both policies.

- 23 -

3. Risk Management Policies and Systems (Article 112 Clause 2 Item 2 of the Enforcement Regulation of
the Company Law)
Status(1) Ichigo continually monitors business execution and risks, and the Chief Risk Officer reports the resultsof this monitoring to the Board.
(2) Ichigo also has business continuity plans that specify how to recover from natural disasters and othercrises, and all employees are fully aware of these plans.
4. Systems to Ensure Effective Execution of Duties by Statutory Executive Officers (Article 112 Clause 2
Item 3 of the Company Law)
Status(1) Statutory Executive Officers execute their duties within their respective delegated scopes of
responsibilities without any undue overlap or negligence.
(2) Ichigo set its business policies and targets for the previous fiscal year, in accordance with the Ichigo
2030 vision, and has successfully achieved the targets. The Head of Finance provides analytic support to the
Senior Management Meeting to support its effectiveness.
5. Audit Committee and Audit Systems (Article 416 of the Company Law, Article 112 Clause 1 Items 1-7 of
the Enforcement Regulation of the Company Law)
Status(1) In accordance with internal rules pertaining to Directors and employees assisting in the duties of the
Audit Committee, Ichigo has appointed employees to support the Audit Committee and has ensured their
independence. Furthermore, the prior consent from the Audit Committee has been sought for any
organizational or compensation matter with respect to these employees.
(2) In accordance with the Audit Committee Rules, the Audit Committee attended important management
meetings and received explanations as well as reviewed all relevant materials. In addition, Ichigo employees
have made all required reporting to the Audit Committee, and no disadvantageous treatment has resulted
from such reporting.
(3) The Audit Committee approved internal audit plans and received reports on the results of audits.
Furthermore, the Audit Committee has received periodic reports from the external auditor and has engaged
in discussions of material audit matters.
(4) The Audit Committee holds two liaison meetings a year with Audit Committee Members and auditors ofsubsidiaries and receives explanations and reports from the employees of subsidiaries.
(5) The Audit Committee has requested that Ichigo bear the costs associated with auditing of subsidiaries.
6. Systems to Ensure Fully Appropriate Business Activities by Ichigo and its Subsidiaries (Article 112
Clause 2 Item 5 of the Enforcement Regulation of the Company Law)
Status(1) Structure to Ensure that Major Ichigo Subsidiaries Execute Their Duties in Compliance with Laws andRegulations and Ichigo’s Articles of Incorporation
The Boards of each subsidiary have approved a “Basic Policy for the Establishment of Structure of Internal
Controls,” pursuant to the one established by Ichigo. The internal auditors of respective subsidiaries attend
Board meetings as well as any other important management meetings and examine related materials toensure Directors and officers are executing their duties in compliance with laws and regulations, andIchigo’s Articles of Incorporation.
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(2) Structure for Ichigo Subsidiaries to Report to Ichigo on the Execution of Their Duties
The President receives a report from the presidents of each subsidiary with respect to business operations
and the execution of duties by Directors and officers at least quarterly.
(3) Structure of Risk Management at Ichigo Subsidiaries
Each subsidiary monitors business risks pursuant to its risk management policy, and reports the results to
Ichigo’s Risk Management Department. Ichigo’s Chief Risk Officer reports this information and also
provides the Board with a comprehensive update on the status of Ichigo-wide risk management.
(4) Structure to Ensure Efficient Execution of Duties at Ichigo Subsidiaries
Each subsidiary has policies in place to ensure clarity of scope of responsibilities, with management
decisions being made in line with such policies, therefore resulting in the efficient execution of duties.

2. Policies Against Anti-Social Forces
Ichigo has included its policy against anti-social forces in Ichigo’s Code of Corporate Ethics, as well as
established an internal system against anti-social forces based on its Basic Policies on Internal Control
Systems.
(a) Responsible Departments and Persons
Ichigo has appointed the Executive Vice President & Statutory Executive Officer as the responsible manager
and the Corporate Operations Division as responsible for handling any potential encounter with anti-social
forces in cooperation with relevant departments.
Ichigo also receives advice from legal counsel with respect to enforcing its policies against anti-social
forces.
(b) Cooperation and Coordination with External Experts
Ichigo has established a system against anti-social forces in cooperation and coordination with external
experts such as the Organized Crime Investigation Division of Tokyo Metropolitan Police Department, theMarunouchi Police Department, the National Center for the Elimination of Boryokudan, and externallawyers, and is a member of associations to combat anti-social forces in Tokyo and Osaka to receive
guidance and share information.
(c) Collection and Management of Information on Anti-Social Forces
The Compliance Officer is responsible for managing information on anti-social forces gathered in andoutside of Ichigo and uses such information to ensure transaction counterparties are not anti-social forces.
(d) Rejection of Anti-Social Forces
Ichigo shall not accept any contact from anti-social forces and shall reject any and all interactions with afirm attitude and, in cooperation and coordination with external experts.
(e) Implementation of Provisions against Anti-Social Forces
Ichigo shall set forth provisions against anti-social forces in standard written agreements and terminate any
and all contracts if the counterparty is discovered to be an anti-social force.
(f) Training against Anti-Social Forces
Ichigo Directors and employees expressly confirm their understanding of and adherence to rules against
anti-social forces through a statement they sign and submit to Ichigo’s Chairman and President on a yearlybasis. Guidance from external experts is also delivered to all Directors and employees promptly to raiseawareness and prevent the involvement of anti-social forces in the marketplace.

- 25 -V.

Other

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

N/A

Supplementary Explanation
Ichigo has not adopted any takeover defense, poison pill, or any other policy with respect to persons orparties seeking to control decisions with respect to Ichigo’s financial and business policies.
2. Other Corporate Governance Issues
Timely and Appropriate Disclosure(1) Ichigo’s Policy on Timely and Appropriate Disclosure
The Code of Corporate Ethics shared across all Ichigo companies stipulates under the section “Transparent
and Ethical Management” that Ichigo will maintain an appropriate balance between clients, shareholders,and all other stakeholders, and will make disclosures on a fair and timely basis.
(2) Adherence to Ichigo’s Policy on Timely and Appropriate Disclosure
The Code of Conduct shared across all Ichigo companies stipulates that Ichigo will comply with all laws
and regulations with respect to information disclosure and endeavor to disclose information in a fair, timely,
and readily understandable manner. It further stipulates that Ichigo will endeavor to promote appropriate
disclosures, strictly control material non-public information (MNPI) and any other non-public information
arising from business operations, and deliver a consistent message to the media. To this end, Ichigo strictly
complies with all relevant laws, regulations, and exchange rules with respect to the timely and appropriate
disclosure of information.
(3) Systems to Ensure Timely and Appropriate Information Disclosure
The Chairman and President have appointed the Statutory Executive Officer (Finance) to be the Chief
Disclosure Officer (CDO) responsible for ensuring timely and appropriate disclosures for Ichigo inaccordance with procedures set forth by the Tokyo Stock Exchange.
Material disclosure issues related to management decisions, including that of subsidiaries, are managed
centrally by the CDO and IR team, and the need for disclosure is determined, as appropriate, in consultation
with external legal counsel.
The CDO and IR team work in close collaboration with subsidiaries to capture and examine all material
business issues and make timely disclosures as necessary.
IR releases regarding matters of material importance are circulated, along with all related documents, forreview by the Compliance Department and the relevant Ichigo decision-making entity.

- 26 -

Selection/Dismissal of External Auditor

Shareholder Meeting
Approval of
Selection/
Dismissalof Directors

Selection/Dismissal of
Directors

Monitoring

ApprovalofSelection/
Dismissalof
Statutory
Executive
Officers

Approval of Selection/Dismissalof External Auditor

Audit Reporting

Selection/
DismissalofCommittee
Members

Board of Directors
Selection/
DismissalofCommittee
Members

Compensation Selection/Dismissalof
Audit
Approval
Committee Members

Nominating
Committee

Selection/Dismissalof
Statutory Executive
Officers

Compensation
Committee
DeterminationofCompensationof
Statutory
Executive
Officers

Compliance Committee

Selection/
DismissalofCommittee
Members

Audit Committee

Monitor

Audit

Collaborate

Audit Reporting
Collaborate
Audit

Collaborate
Audit

Chairman
SeniorManagement Meeting

External Auditor

Execution

President

Audit
Statutory
Executive
Officer(Sustainable
Infrastructure
Business)

Statutory
Executive
Officer(Sustainable
Engineering)

Statutory
Executive
Officer(HR)

Statutory Executive Officer(Corporate Operations)
Statutory Executive Officer(Compliance)- 27 -

Statutory
Executive
Officer(Finance)

Statutory
Executive
Officer(Audit)Collaborate