Corporate Governance Report
CORPORATE GOVERNANCE

EJ Holdings Inc.

Last Update: August 30, 2024

E∙J Holdings Inc.
Yuji Kotani
Contact: 086-252-7520
Securities Code: 2153

The corporate governance of E∙J Holdings Inc. (the “Company”) is described below.
I

Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1.

Basic Views
As the holding company of the E∙J Group companies, we see practicing good corporate governance, which is the key to boosting the corporate
value of the entire group and making its operations more transparent to our shareholders, as one of our most important management issues. It
falls squarely in line with the Group Philosophy of "contributing to the creation of a truly affluent society through using our technology
friendly to the global environment and our decision-making capabilities."
It is against this backdrop that we, as the E∙J Group’s holding company, are assigned management decision-making and supervisory functions,which are separate from the business execution functions of the individual operating companies, in order to ensure fair, transparent, andprompt management decision-making, operations, and supervision. This will enable the E∙J Group to improve the quality of management andmake prompt decisions in response to rapid changes in the business environment.
We wish to earn a higher level of trust and better reputation for our operations from all stakeholders, including customers, shareholders, local
communities, and employees. To this end, we have established the Compliance Program and are working to build and maintain a system thatenables all officers and employees of the E∙J Group to fulfill their social responsibilities in full compliance with relevant laws and regulations
and corporate ethics, with an eye to preventing any misconduct from occurring.
We established the nomination/compensation committee on April 1, 2019, the majority of whose members are independent outside directors
and independent outside auditors, in order to ensure management transparency and further strengthen corporate governance. In addition tothis, the Board of Directors has appointed four outside directors, who provide highly effective management oversight by expressing theiropinions at meetings of the Board of Directors and other meetings from an independent, objective, and professional perspective. We haveadopted the organizational structure of a company with a board of corporate auditors, in which two of the three auditors are outside auditors.
Serving as a management check function, the Board of Corporate Auditors monitors the execution of duties by directors objectively andindependently from the Board of Directors.

Reasoning Behind Not Implementing Each Principle of the Corporate Governance CodeWe implement all principles of the Corporate Governance Code.

Disclosure Based on the Principles of the Corporate Governance Code Updated[Principle 1.3 Basic Policy on Capital Policy]
As the basic policy regarding capital policies, the Company discloses key performance indicators in the medium term management plan. In
the fifth medium-term management plan (fiscal 2021 to fiscal 2024), we set continually maintaining the return on consolidated equity (ROE)
at 10% or higher as a performance indicator and are aiming to realize financial soundness and appropriate shareholder capital efficiency.
The Company recognizes that continuing a steady return of profits to shareholders over the long term will lead to increased shareholder value
and our basic policy for dividend policy is to implement profit distribution from a comprehensive viewpoint, by working to raise shareholder
value through the reinvestment of profits from a medium and long-term perspective whilst also handling the direct return of profits toshareholders through measures such as dividends. Our basic policy on dividends of surplus is to do this twice annually, in the interim dividend
and year-end dividend. When deciding dividends, we will place importance on consolidated results and the situation of free cash flow anduse the ratio of dividends to shareholders’ equity (DOE) as an indicator reflecting capital policy. For the dividend policy at the current time,
we will continue progressive dividends with a DOE of 3.0% or higher as a guideline and will implement the expansion of returns in a mannerthat is continuing and stable over the long term. Also, the policy on the acquisition of treasury stock is to perform the acquisition flexibly
based on the market environment.
[Principle 1.4 Cross-Shareholdings]
Based on its own cross-shareholdings standards, the Company reduces cross-shareholdings when the investment efficiency, etc. for the mostrecent fiscal year falls below the capital cost as of the end of the relevant fiscal year.
The Board of Directors, at its first regular meeting of each fiscal year, determines whether or not to keep or sell cross-shareholdings by looking
closely into how appropriate it might be to have such holdings, taking into consideration the rationale behind them, such as maintaining andstrengthening business alliances and relationships, stabilizing shares, etc., as well as other circumstances, in accordance with the CrossShareholdings Standards. Before exercising its voting rights pertaining to cross-shareholdings, the Company will make an informed decisionin light of a comprehensive look at various factors, including whether or not such exercising of voting rights conforms to its shareholding
policy. In such cases, the Company will make a decision on the appropriation of retained earnings based on its dividend policy, including thedividend payout ratio, and decide on other proposals based on whether or not they will contribute to enhancing the Company’s corporate value.
[Principle 1.7 Related-Party Transactions]
The Company’s Board of Directors deliberates and decides on any transaction involving a director or other related party that may pose aconflict of interest (and reports on such a transaction after a decision is made). Before engaging in any related-party transaction, the responsible

department verifies in advance, based on the internal approval procedure (i.e., reaching a decision by using a circular letter, or ringi), whether
there is any conflict of interest so that the common interest of shareholders will not be impaired.
[Supplementary Principle 2.4.1]
Operating in a drastically changing business environment, the Company and its corporate group are required to make more flexible decisions thanever before. The Company believes that the exchange of opinions among people with diverse values who can think outside the box is one of thekeys to improving corporate value and ultimately overcoming the obstacles in today’s harsh business environment. The Company and our
corporate group place an importance on fostering an environment in which employees can play an active role regardless of their gender or
nationality. We believe that the active participation of women in particular is essential for the growth of the Company, and have set goals toachieve a 10% or higher ratio of women in management positions and a 100% ratio of men taking childcare leave by fiscal 2030. In order toachieve this 10% or higher ratio for women in management positions, we are promoting recruitment activities with the aim of maintaining a ratioof at least 30% women for new employee hires each year.
Additionally, our corporate group provides a variety of career path options and support for changing career paths, etc. in order to enhance theabilities of employees while creating a friendly workplace for people with various backgrounds and values. At the same time, the Company
is promoting flexible working styles across the group, such as introducing and promoting remote work as part of its digital transformation
initiative and establishing childcare and family care leave rules that encourage employees to take such leave, all with an eye to improving
their work-life balance.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
The Company and most of its group companies have adopted the Surveying & Design Enterprises Multi Employers Pension Fund, a definedbenefit pension plan, and a defined-contribution pension plan. These two pension plans are managed with the objective of securing
comprehensive income over the long term in order to ensure future pension benefits to beneficiaries. In accordance with the basic policy on
the management of pension assets, the fund and the fund management organization provides the Company with quarterly reports on the
management of pension assets, including investment performance, outstanding balances, profit and loss, transactions, and expenses. In
addition, the general manager of the Administrative Head Office, as a director who has expert knowledge, reviews the policy asset mix asappropriate based on the information provided in the aforementioned reports, and reports on the asset management status at the regularmeeting of the Board of Directors held in the second quarter of each fiscal year to discuss investment and other matters.
Since the Company’s pension assets, which are managed entirely by trust banks and life insurance companies, are not directly related to theexercising of voting rights, no conflict of interest arises in connection with the exercise of voting rights.
[Principle 3.1 Full Disclosure]
The Company will proactively provide information on the following matters.
(i) Corporate philosophy, management strategies and plans
The E∙J Group has defined its corporate philosophy and formulated management strategies, the “E∙J - Vision 2030,” its long-term vision, andthe fifth medium-term management plan (four-year plan), which have been published on its website and other media and explained in investor
relations activities for investors and other stakeholders.
(ii) Basic views on corporate governance, etc.
As the holding company of the E∙J Group companies, we see practicing good corporate governance, which is the key to boosting the corporate
value of the entire group and making its operations more transparent to our shareholders, as one of our most important management issues. It falls
squarely in line with the Group Philosophy of "contributing to the creation of a truly affluent society through using our technology friendly to theglobal environment and our decision-making capabilities." It is against this backdrop that we, as the E∙J Group’s holding company, are assigned
management decision-making and supervisory functions, which are separate from the business execution functions of the individual operatingcompanies, in order to ensure fair, transparent, and prompt management decision-making, operations, and supervision. This will enable the E∙JGroup to improve the quality of management and make prompt decisions in response to rapid changes in the business environment.
(iii) Policies and procedures for determining director remuneration
1) Basic design of executive compensation plans
A. Director remuneration is designed to contribute to maximizing corporate value. Specifically, it consists of a fixed salary as monetarycompensation, short-term performance-linked remuneration, and medium-term performance-linked stock compensation.
B. Remuneration, etc. is calculated in accordance with the established executive regulations and executive compensation regulations andbylaws and is aligned with the industry average based on a survey conducted by an external expert organization on other companies’
compensation amounts.
C. Outside directors and outside corporate auditors receive only a fixed salary, as specified in the executive compensation regulations, inorder to ensure that their function to supervise management is fully performed.
2) Procedures for determining executive compensation
A. The nomination/compensation committee (chaired by an outside director), in which the majority of members are outside directors, fully
deliberates and reports to the Board of Directors when establishing a director remuneration program and standards, examining and revising
remuneration levels for each position, and allocating medium-term performance-linked stock compensation.
(iv) Policies and procedures for the appointment and dismissal of representative directors and the nomination of candidates for directors andcorporate auditors
Based on the succession plan resolved by the Board of Directors, the Company uses the following policies and procedures for the appointment
and dismissal of representative directors by the Board of Directors and the nomination of candidates for directors and corporate auditors tobe presented at the general meeting of shareholders.
1) Election and nomination
The Company’s nomination/compensation committee fully deliberates on and selects candidates for directors and corporate auditors, taking
into consideration the balance of knowledge, experience, and management skills of the Board of Directors as a whole, as well as its diversity
and appropriate size, before reporting to the Board of Directors. Based on the deliberations and reports of the nomination/compensationcommittee, the Board of Directors selects and nominates persons who meet the following criteria from among those who have excellent
character and insight, outstanding management skills, and the ability to accurately execute operations and make the right management decision
before submitting a proposal for their election along with the reasons for their nomination to the general meeting of shareholders. The
Company discloses a skill matrix listing the knowledge, experience, abilities, and other attributes of each director in the notice of the general
meeting of shareholders to make clear that the board has an optimal board composition and policies.
A. A candidate for representative director must be familiar with the overall operational status of the group including the Company as well as
trends in the industry market and environment, in addition to having the ability to make high-level management decisions and execute
operations appropriately with a broad vision.
B. A candidate for director in charge of particular operations must have expertise (i.e., knowledge, experience, etc.) in those operations, theability to accurately perform duties, and leadership skills necessary for directing group companies.
C. A candidate for independent outside director must meet the Company’s independence standards (see Principle 4.9) and have the advisory
skills necessary to promote the sustainable growth of the Company and enhance its corporate value over the medium to long term.
D. A candidate for full-time corporate auditor must have sufficient information-collection and monitoring capabilities to ensure the activitiesof the Company and its group companies are legal.
E. A candidate for independent outside corporate auditor must meet the Company’s independence standards (see Principle 4.9) and have themonitoring capability to ensure the legality of corporate activities.
2) Dismissal
If the Board of Directors determines that a representative director does not meet the criteria noted in (iv) 1) A. above, the Board of Directors
will remove the representative director from his/her position following a deliberation and report by the nomination/compensation committee.
(v) Explanation of individual appointments, dismissals, and nominations
In response to the deliberation and report by the nomination/compensation committee, the Board of Directors selects individual candidates for
directors and corporate auditors in consideration of the criteria noted in (iv) 1) above, and submits a proposal for their election along with the reasonsfor their nomination to the general meeting of shareholders. The Board of Directors also appoints or dismisses a representative director in response
to a deliberation and report by the nomination/compensation committee, taking into consideration (iv) above and specific circumstances.
[Supplementary Principle 3.1.3]
The Company’s Board of Directors receives reports on sustainability management-related issues and countermeasures that were discussed andresolved by the Sustainability Promotion Committee, and discusses and supervises response policies and implementation plans for the sustainablegrowth of the E∙J Group. The Company’s long-term vision, "E∙J - Vision 2030," defines the role that the E∙J Group should play in "contributing to therealization of a sustainable society where people can have dreams and peace of mind." Building on the concept of ESG management, the Company
adopted four basic policies: (1) Strengthen measures to mitigate the burden on the environment (E: Environmental), (2) Contribute to the creation ofa sustainable and resilient society (S: Social), (3) Practice diversity management (S: Social), and (4) Strengthen governance to build an optimal
structure (G: Governance). At the same time, the Company is actively working to enhance its corporate value with the SDGs in mind and has set
consolidated results targets for fiscal 2030 that include net sales of 50 billion yen, operating income of 6 billion yen, profit of 4 billion yen, and an
ROE of 10% or more. Group companies have expanded on these four basic policies with their own policies tailored to the operations they perform.
The Company actively provides career path training and specialized training every year, invests in research and development, and files patents
for intellectual property since human resources, technology, and know-how are vital assets to the operations of the Company and its corporategroup. The details are available via the Company’s website and corporate reports (https://www.ej- hds.co.jp/ir/library/corpreport.html).
Recognizing that addressing climate change and other environmental challenges is one of its most important management issues, the Company
is focusing on “strengthening measures to mitigate the burden on the environment” as one of the basic policies outlined in its long-term vision,"E∙J - Vision 2030." The Company has also announced its endorsement for the final recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD) in April 2022, and is working to actively disclose information, improve transparency, and engage in dialogue
with stakeholders in line with the TCFD recommendations.
See the Company website for more information about its commitment to climate change and TCFD.
(Climate Change and TCFD initiatives: https://www.ej-hds.co.jp/sustainability/ejsus/tcfd.html)[Supplementary Principle 4.1.1]
The Board of Directors resolves important business matters in accordance with laws and regulations, the Company’s articles of incorporation,
the rules of the Board of Directors, and detailed rules for matters to be discussed by the board and the handling of such matters, and delegatesa portion of decision-making to executive directors. The scope of authority and responsibilities of the departments and positions to which
decision-making is delegated are clearly defined in accordance with the internal rules for authority, organization, segregation of duties, andthe decision-making/approval process.
Executive directors report to the Board of Directors on the performance of their assigned duties and progress with management issues asappropriate. Other directors and corporate auditors make recommendations and comment on reports from executive directors as necessary
and provide appropriate and sufficient oversight.
[Principle 4.9 Independence Standards and Qualification for Independent Directors]
The Company applies the independence standards stipulated by financial instrument exchanges as well as the following independence criteria
to assess the independence of candidates for independent outside directors (including independent outside corporate auditors) in order toselect candidates who can be expected to contribute to candid, active, and constructive discussions by the Board of Directors.
(Independence Standards)
The Company deems a candidate who does not fall under any of the descriptions in (i) through (iv) below to be independent. The number ofcompanies in which directors and corporate auditors, including outside directors and outside corporate auditors, can concurrently serve asboard members or corporate auditors, is as described in (v).
(i) Major client of the Company or an executive of such client

(ii) A person serving as a specialist in law, accounting or taxation, etc. who received property exceeding 10 million yen from the Company
in any of the past three fiscal years in addition to executive compensation, or a person who belongs to an organization such as a corporation
or association that has received such property(iii) A person who has received a donation in excess of 10 million yen from the Company on average over the past three fiscal years, or adirector or other executive of an organization that has received such a donation(iv) A person whose relative within the second degree of kinship falls under any of the descriptions in (i) through (iii) above, or serves or has
served in the past five years as an executive of the Company or its subsidiary(v) The number of listed companies other than the Company in which a person can concurrently serve as a director or corporate auditor isfour or less.
Note 1) An executive is a person who executes the business of a corporation, etc., such as an executive director, executive officer, corporate
officer, or other similar officer or employee.
Note 2) A major shareholder is a party that directly or indirectly holds 10% or more of the total voting rights.
Note 3) A major client is a party whose transaction amount with the Company’s corporate group exceeds 2% of its consolidated net sales in
the most recent three fiscal years, or a party whose loan amount to the Company’s corporate group exceeds 2% of its consolidated total assets
as of the end of the most recent fiscal year.
[Supplementary Principle 4.10.1]
The Company’s organizational structure is a company with a board of corporate auditors, where independent outside directors do not constitutea majority of the Board of Directors. However, the Company’s nomination/compensation committee (chaired by an outside director), in which
outside directors and outside corporate auditors constitute a majority (half of the members are outside directors), provides appropriate
involvement and advice in regard to the nomination (including succession and training plans and the skills of the board members) andcompensation of senior management, directors, and corporate auditors, and therefore the Company believes that the independence andobjectivity of board functions are ensured.
Based on the belief that outside corporate auditors should be members of the board in order to deliberate on the nomination and compensationof corporate auditors, half of the members are outside directors while one outside corporate auditor also serves on the board, thus making amajority of the members outside officers. The committee is chaired by an outside director in accordance with the operating rules of thenomination/compensation committee. The nomination/compensation committee deliberates on and resolves the following matters before
reporting on them to the Board of Directors.
[Nomination]• Appointment and dismissal of directors and corporate auditors• Appointment and dismissal of representative directors• Appointment and dismissal of executive directors• Succession plans for the representative director and president, etc.
[Remuneration]• Policy for determining remuneration of individual directors• Remuneration of individual directors[Supplementary Principle 4.11.1]
See Principle 3.1 (iv) for the balance of knowledge, experience, and abilities of directors.
The reference documents for the general meeting of shareholders contain the skill matrix of directors and corporate auditors so it can be used
as a reference in the deliberation of proposals for their election. Outside directors include those who have experience in corporate management,such as those involved in the management of educational institutions and those who have experience in internal audits of securities companies.
[Supplementary Principle 4.11.2]
If an officer of the Company is to concurrently serve as an officer of another listed company, approval of the Board of Directors is requiredin accordance with the rules of the Board of Directors. The status of concurrent positions held by officers is disclosed in the business report
and the annual securities report provided during the ordinary general meeting of shareholders. See Principle 4.9 (v) for the maximum numberof companies for which an officer can concurrently serve as a board member.
[Supplementary Principle 4.11.3]
Since fiscal 2017, the Company has conducted regular (annual) self-assessments and analyses of the effectiveness of the Board of Directors
with the aim of improving board functions and enhancing corporate value. Self-assessments and analyses are conducted through a third-party
organization’s questionnaire survey among all directors and corporate auditors. They are designed to evaluate the board’s effectiveness andanalyze areas for improvement. These are then reported to and discussed by the Board of Directors with an eye to improving its effectiveness.
The responses to the questionnaire have been generally positive in terms of the roles and responsibilities of the Board of Directors and overallboard operation, including the invigorating of discussions at its meetings, and the Company believes that the effectiveness of the Board of
Directors as a whole is ensured.
There were also opinions on supervising the CEO’s successor training process, creating opportunities besides board meetings for outside
directors to exchange opinions, and providing the Board of Directors with feedback from shareholders based on dialogue with them, etc. The
Board of Directors shared its challenges for further improving its functions and invigorating discussions.
Going forward, the Company will continue to make efforts to enhance the functions of the Board of Directors based on thorough discussions.
The Company prepares and discloses a skill matrix that clearly shows the background and experience of each director in order to enhanceboard functions. The nomination/compensation committee deliberates on human resource pools, etc. to ensure diversity (knowledge,
professional experience, expertise, gender, international experience, etc.) and develop new leaders.
[Supplementary Principle 4.14.2]
Every year, the Company identifies the kind of training directors, corporate auditors, and major subsidiaries’ executive officers need in order toperform their duties based on the latest information, provides them with information, and encourages them to participate in various external seminars.

Outside directors and outside corporate auditors attend regular meetings where they can exchange opinions, such as quarterly financial results
briefings given by the accounting auditor as well as the three-party audit meeting, a joint meeting hosted by the Company’s corporate auditors
for corporate auditors of group companies, the accounting auditor, and the Company’s internal audit department. They are also provided withinformation and explanations as needed about the Company, such as its operations, finances, and organization, and other informationnecessary for the performance of their duties.
[Principle 5.1 Policy for Constructive Dialogue with Shareholders]
The Board of Directors has the following policies for establishing measures and organizational structures aimed at promoting constructive
dialogue with shareholders (investor relations, etc.).
(i) Director in charge of investor relations
In accordance with the internal rules, the director who serves as the general manager of the Business Management Division is responsible forinvestor relations and other related activities (including shareholder engagement). The director who serves as the general manager of the
Administrative Head Office is responsible for information management at the Tokyo Stock Exchange.
(ii) Organic cooperation
The director who serves as the general manager of the Business Management Division works with and provide instructions, etc. to otherdirectors and persons in charge of relevant internal departments (public relations, investor relations, corporate planning, general affairs,
finance, accounting, legal and other departments) whenever they need assistance in their investor relations activities.
(iii) Status of dialogues with shareholders
See the Company website for the status of dialogues held with shareholders (dialogues with institutional investors, IR activities, etc.)(including plans) (URL: https://www.ej-hds.co.jp/).
(iv) Feedback to the Board of Directors
Opinions of shareholders, etc. are reported to the Board of Directors as needed.
(v) Insider information management
Any insider information on the Company is appropriately managed in accordance with the regulations on the prevention of insider trading.
[Measures to Implement Management that is Conscious of Cost of Capital and Stock Price]
We are working to maximize the Group’s corporate value while being conscious of the cost of capital and stock price. In the fifth mediumterm management plan (May 2022 to May 2025), we took a deeper look at the cost of capital and upwardly revised the KPI from an “ROE of
8% or more” to an “ROE of 10% or more.”
For specific measures, in addition to further improving operating profit margin and reconsidering capital structure, we will promote thecreation of an earnings base through growth investments, including M&A, over the medium to long term. For more information on our basic
approach to enhancing corporate value, please see the integrated report, which can be found on our website.
(https://www.ej-hds.co.jp/ir/library/pdf/corpreport/2023_tougou.pdf)

2.

Capital Structure
Foreign Shareholding Ratio

Less than 10%

Status of Major Shareholders Updated
Name or Company Name

Percentage (%)

3,529,700

21.95

The Master Trust Bank of Japan, Ltd. (Trust account)

1,371,600

8.53

Custody Bank of Japan, Ltd. (Trust account)863,958

5.37

E∙J Holdings Employees’ Shareholders Association

639,140

3.97

Yuji Kotani

409,600

2.54

Mitsutoshi Kotani

238,000

1.48

SMBC Nikko Securities Inc.

226,300

1.40

Y&K GK

180,000

1.11

Sumitomo Mitsui Trust Bank, Limited

158,000

0.98（Same number of shares held）
Kouji Kotani
San-in Godo Bank Limited

156,000

0.97

Name of Controlling Shareholder, if
applicable (excluding Parent Company)---

Name of Parent Company, if applicable

None

Supplementary Explanation---

3.

Number of Shares Owned

Yakumo Inc.

Corporate Attributes
Listed Stock Exchange and Market Segment Tokyo Stock Exchange, Prime Market

Fiscal Year-End

May

Business Sector

Services

Number of Employees (Consolidated) as of
1,000 or more
the End of the Previous Fiscal YearNet Sales (Consolidated) as of the End of the¥10 billion or more but less than ¥100 billion
Previous Fiscal Year
Number of Consolidated Subsidiaries as of
10 or more but fewer than 50
the End of the Previous Fiscal Year

4.

Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder---

5.

Other Special Circumstances which May Have Material Impact on Corporate Governance
1. “Status of Major Shareholders”
The largest shareholder, Yakumo Inc., is a company in which the Company’s representative director and his close relatives hold 100% of thevoting rights, and the Company shares that it holds are intended to be held over a long period. Two directors of Yakumo concurrently serveon our Board of Directors.
However, the independence of our Board of Directors, which is our decision-making body, is deemed to be adequately ensured since we haveno business relationship with Yakumo, and all of our outside directors and outside corporate auditors, who are independent and maintain aneutral position, attend the meetings of our Board of Directors.
2. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder
As noted above, we do not conduct any transactions with the controlling shareholder. However, if we were to do any business with it, we
would establish the same criteria as those used for other companies to ensure the independence of our management.

II

Business Management Organization and Other Corporate Governance Systems Regarding Decision-making,Execution of Business, and Oversight in Management

1.

Organizational Composition and Operation
Corporate Governance System

Company with Audit and Supervisory Board

Directors
Number of Directors Stipulated in Articles
of Incorporation
Directors’ Term of Office Stipulated in
Articles of Incorporation

10
2 years

Chairperson of the Board

President

Number of Directors

9Election of Outside Directors

ElectedNumber of Outside Directors

4

Number of Independent Directors

4Outside Directors’ Relationship with the Company (1)NameAttributes

Koichi Ninomiya

From another company

Hirofumi Abe

Academic

Tohei Nitta

Certified public accountantabRelationship with the Company*
c d e
f
g h
i
j

k

△

Junko Isozaki
Other*Categories for “Relationship with the Company”(Use “○” 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 past.)a
Person who executes business of the Company or a subsidiarybPerson who executes business or a non-executive director of a parent companycPerson who executes business of a fellow subsidiarydPerson/entity for which the Company is a major client or a person who executes business for such person/entitye
Major client of the Company or a person who executes business for such clientfConsultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to director/Audit and Supervisory Board
Member compensation from the Company

g
h
i
j
k

Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business of the corporation)
Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies to self only)
Person who executes business for another company holding cross-directorships/cross-auditorships with the Company (applies to self only)
Person who executes business for an entity receiving contributions from the Company (applies to self only)
Other

Outside Directors’ Relationship with the Company (2)Name

Koichi Ninomiya

Hirofumi Abe

Tohei Nitta

Junko Isozaki

Designation as
Supplementary Explanation of
Independent
the Applicable RelationshipDirector

○

○

○

○

Reasons for Appointment---

Mr. Ninomiya has no special interest in the Company and is deemed
unlikely to have any conflict of interest with general shareholders. We
also believe that, with the wealth of experience and deep insights he has
gained from working in the securities and finance industries for many
years, he will provide useful advice on the capital policies of the E∙JGroup and help strengthen its corporate governance.

---

Mr. Abe has no special interest in the Company and is deemed unlikely
to have any conflict of interest with general shareholders. He is also
well versed in the field of environmental engineering, and we believe
that, with his extensive experience and knowledge, he will provide
useful advice on the civil engineering consultant business the E∙J Group
operates and help strengthen its corporate governance.

---

Mr. Nitta has no special interest in the Company and is deemed unlikely
to have any conflict of interest with general shareholders. He is also a
certified public accountant, and we believe that, with his knowledge oftaxation, finance, and accounting, he will provide us with useful advice
from a professional and objective perspective and help strengthen our
corporate governance.

---

Ms. Isozaki has no special interest in the Company and is deemed
unlikely to have any conflict of interest with general shareholders.
Furthermore, based on her background and professional experience asa judicial scrivener, land and house investigator, and business manager,
we believe that she will provide useful advice and suggestions to theCompany’s Board of Directors, and will help strengthen our group’s
corporate governance.

Voluntary Establishment of Committee(s)equivalent to Nomination Committee orRemuneration Committee

Established

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and the Committee Chair(Chairperson)
Committee’s Name
Voluntarily Established
Committee Equivalent
to Nomination
Committee
Voluntarily Established
Committee Equivalent
to Remuneration
Committee

All Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

Other

Chairperson

Nomination/compensationcommittee

4

0

1

2

1

0

OutsideDirectors

Nomination/compensationcommittee

4

0

1

2

1

0

OutsideDirectors

Supplementary Explanation
The nomination/compensation committee is composed of one inside director, two outside directors, and one outside corporate auditor,
meaning the majority of the committee is comprised of outside officers.

Audit and Supervisory Board Member
Establishment of Audit and Supervisory
Board

Established

Number of Audit and Supervisory Board
Members Stipulated in Articles ofIncorporation

4

Number of Audit and Supervisory Board
Members3

Cooperation among Audit and Supervisory Board Members, Accounting Auditors and Internal Audit Departments Updated
Corporate auditors accompany the accounting auditor to conduct audits and regularly exchange information with the accounting auditor. In
addition to that, the accounting auditor provides them with explanations regarding the audit method and results on a quarterly basis.
Information about the accounting auditor is as follows.
1. Name or Company Name of Accounting Auditor
KPMG AZSA LLC
2. Compensation for the accounting auditor (fiscal year ended May 2024): 49 million yen for the Group as a whole
Appointment of Outside Audit andSupervisory Board Members

Appointed

Number of Outside Audit and Supervisory
Board Members

2

Number of Independent Audit andSupervisory Board Members

2

Outside Audit and Supervisory Board Members’ Relationship with the Company (1)NameAttributes

Jiro Matsubara

Certified public accountant

Eiji Usami

Lawyerab

Relationship with the Company*c d e f g h i j klm*Categories for “Relationship with the Company”(Use “○” when the director presently falls or has recently fallen under the category; “△” when the director fell under the category in thepast; “●” when a close relative of the director presently falls or has recently fallen under the category; and “▲” when a close relative of thedirector fell under the category in the past.)
a
b
c
d
e
f
g
h
i
j
k
l
m

Person who executes business of the Company or a subsidiary
A non-executive director or an accounting advisor of the Company or its subsidiaries
Person who executes business or a non-executive director of a parent company
An Audit and Supervisory Board Member of a parent company of the Company
Person who executes business of a fellow subsidiary
Person/entity for which the Company is a major client or a person who executes business for such person/entity
Major client of the Company or a person who executes business for such client
Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to director/Audit and Supervisory Board
Member compensation from the Company
Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business of the corporation)
Person who executes business for a client of the Company (excluding persons categorized as any of f, g, or h above) (applies to self only)
Person who executes business for another company holding cross-directorships/cross-auditorships with the Company (applies to self only)
Person who executes business for an entity receiving contributions from the Company (applies to self only)
Other

Outside Audit and Supervisory Board Members’ Relationship with the Company (2)NameJiro Matsubara

Eiji Usami

Designation as
Independent
Director○○

Supplementary Explanation of the
Applicable Relationship

Reasons for Appointment---

Mr. Matsubara has no special interest in the
Company and is deemed unlikely to have any
conflict of interest with general shareholders. He
is also a certified public accountant, and webelieve that, with his knowledge of taxation,
finance, and accounting, he will provide us with
useful advice from a professional and objective
perspective and help strengthen our corporate
governance.

---

Mr. Usami has no special interest in the Company
and is deemed unlikely to have any conflict ofinterest with general shareholders. He is also a
qualified lawyer, and we believe that, with his
legal knowledge, he will provide us with usefuladvice from a professional and objective
perspective and help strengthen our corporate
governance.

Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members
Number of Independent Directors andIndependent Audit and Supervisory Board
Members6

Other Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members
The Company has designated Mr. Koichi Ninomiya, Outside Director; Mr. Hirofumi Abe, Outside Director; Mr. Tohei Nitta, Outside
Director; Ms. Junko Isozaki, Outside Director; Mr. Jiro Matsubara, Outside Corporate Auditor; and Mr. Eiji Usami, Outside Corporate Auditor,
as independent officers. These five officers have no special interest in the Company, and we determined that they would provide us with
useful advice from a professional and objective perspective as well as help strengthen our corporate governance, while ensuring appropriate
auditing and supervision of our entire corporate group to monitor any noncompliance with the corporate code of conduct.
See [Principle 4.9] for the independence standards for independent directors set forth by the Company.

Incentives
Implementation Status of Measures Related
Introduction of Performance-linked Remuneration Scheme
to Incentives Granted to Directors

Supplementary Explanation for Applicable Items
The Company and its consolidated subsidiaries have implemented a performance-linked stock compensation system, under which directors,
excluding outside directors, are evaluated and awarded a certain number of points each fiscal year according to their position and the degree
to which they have achieved the management targets set in the medium-term management plan. This system was introduced so that directors
could share the E∙J Group’s business performance and share value with shareholders and have a greater awareness of contributing to enhancing
medium- to long-term performance results and increasing corporate value. The nomination/compensation committee has established stock
grant rules in accordance with objective, timely, and transparent procedures.
Persons Eligible for Stock Options

Supplementary Explanation for Applicable Items---

Director Remuneration
Status of Disclosure of Individual Directors’
No Disclosure for any Directors
Remuneration
Supplementary Explanation for Applicable Items
The maximum amount of executive compensation for directors was approved at the annual general meeting of shareholders held on August
26, 2009, and the total amount is 200 million yen or less.
Policy on Determining Remuneration
Amounts and the Calculation Methods
Thereof

Established

Disclosure of Policy on Determining Remuneration Amounts and the Calculation Methods Thereof
See [Principle 3.1] (iii) for the policy on determining remuneration amounts or the calculation methods thereof.

Support System for Outside Directors and/or Outside Audit and Supervisory Board Members
In order to support outside directors and outside corporate auditors, the Company appoints employees who assist them, notify them of meetings,
distribute meeting materials in advance, and take other measures to facilitate mutual communication and smooth operation of meetings.

2.

Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, and Remuneration
Decisions (Overview of Current Corporate Governance System)• Board of Directors
The Board of Directors consists of nine members, including four outside directors, and deliberates on and resolves matters as stipulated in therules of the Board of Directors. Three corporate auditors, including two outside corporate auditors, attend the Board of Directors meetings toaudit the execution of duties by directors.
• Board of Corporate Auditors
The Board of Corporate Auditors consists of three members, including two outside corporate auditors.
Each corporate auditor attends important meetings such as the Board of Directors meetings in order to understand the important decisionmaking processes. They also investigate the sales, production, and administrative divisions of the Company and its group companies andreview important documents in order to manage and supervise the status of their business operations.
The Board of Corporate Auditors meets regularly to share information and periodically exchanges opinions with the accounting auditor.
• Management Committee

The Management Committee discusses important management matters related to the execution of the Company’s business as well as proposals
to be deliberated on by the Board of Directors, and submits them to the board as necessary. The committee is comprised of five full-time
directors, including the representative director and president who serves as the chair, and meets about 12 times a year.
• Group Management Committee
The Group Management Committee deliberates on general strategies for implementing the basic management policies of the Company andthe entire corporate group as well as important management matters while facilitating communication among group companies.
Consisting of the Company’s directors and representative directors as well as several directors of group companies and chaired by theCompany’s representative director, the committee meets approximately four times a year.
• Group Risk Management Committee
The Group Risk Management Committee promotes and supervises risk management for the Company and its corporate group as a whole.
Chaired by the director in charge of risk management, the committee consists of directors appointed by the chair. The committee identifies
and assesses risks for the entire group, deliberates on corrective plans, etc., and reports to the Board of Directors including the representative
director and president.
• Sustainability Promotion Committee
The Sustainability Promotion Committee is responsible for planning and deliberating on overall sustainability strategies for the Company andits group companies. It also deliberates on policies and measures for climate and ESG risks and opportunities in our operations. Consistingof five full-time directors and chaired by the Company’s representative director and president, the committee meets, as a general rule, twicea year, and reports on important matters to the Board of Directors and the Group Management Committee.
• Internal Control Committee
The Internal Control Committee, chaired by the director in charge of Audit Department, is comprised of the Company’s directors, anddeliberates on the governance status of the Company and its group companies based on the monitoring results of the Audit Department.
• Internal audits
Using the internal control system as its basis, the Audit Department, established directly under the representative director, communicates withthe corporate auditors and the accounting auditor regarding regulatory compliance and the legality of business activities, evaluates internal
controls, audits operations, and reports audit results directly to the Board of Directors in a timely manner.
• Accounting and internal control audits
The Company has signed an audit contract with KPMG AZSA LLC, under which it conducts accounting and internal control audits from afair and unbiased standpoint. The audit firm staff that conduct audits is comprised of two designated partners and approximately ten otherpersons.
• Three-party audit meeting
The three-party audit meeting is a quarterly joint meeting organized by the Company’s corporate auditors for group companies’ corporate
auditors and outside officers, the accounting auditor, and the Company’s internal audit department to exchange opinions and share information.
• Nomination/compensation committee
See [Principle 3.1] (iv) for policies and procedures for the appointment and dismissal of representative directors and the nomination of director
and corporate auditor candidates. See [Principle 3.1] (iii) for the policy and procedures for determining director remuneration amounts.

3.

Reasons for Adoption of Current Corporate Governance System
As the holding company of the E∙J Group companies, we see practicing good corporate governance, which is the key to boosting the corporate
value of the entire group and making its operations more transparent to our shareholders, as one of our most important management issues.
It is against this backdrop that we, as the holding company, are assigned management decision-making and supervisory functions, which areseparate from the business execution functions of the individual operating companies, in order to ensure fair, transparent, and prompt
management decision-making, operations, and supervision. This will enable us to improve the quality of management and make prompt
decisions in response to rapid changes in the business environment.

III Implementation of Measures for Shareholders and Other Stakeholders
1.

Measures to Vitalize the General Shareholder Meetings and Facilitate Exercise of Voting Rights
Supplementary Explanation
Early Posting of Notice of the General
Shareholders Meeting

The notice of the ordinary general meeting of shareholders is sent, as a general rule, at least twodays prior to the date stipulated by law.

Exercise of Voting Rights by Electronic
Means

Has been available since first being introduced in the August 2022 general meeting of shareholders.

Participation on an Electronic Voting
Platform and Other Initiatives to Improve
the Voting Environment for Institutional
Investors

We have been on an electronic voting platform since the August 2022 general meeting ofshareholders.

Provision of Convocation Notice (Summary) Starting with the August 2022 general meeting of shareholders, a portion of the convocation notice(reference documents) has been translated into English and submitted/disclosed.
in English
Other

The Company prepares a business report once a year after the general meeting of shareholders anddistributes it to each shareholder.

2.

Status of IR-related Activities
Supplementary Explanation

Regular Investor Briefings held forIndividual Investors

They are scheduled about three times a year.

Regular Investor Briefings held for Analysts
They are held about once a year.
and Institutional Investors

3.

Explanation by arepresentative
director or arepresentative
executive officer
Held

Held

Online Disclosure of IR Information

Financial results (including the quarterly disclosure), materials other thanfinancial results for which timely disclosure is required, as well as
business reports are posted on the Company website (https://www.ejhds.co.jp).

Establishment of Department and/or
Placement of a Manager in Charge of IR

Department in charge of IR: Business Management Division; Officer incharge of IR: Yuji Nagata, Director and General Manager of theBusiness Management Division

Status of Measures to Ensure Due Respect for Stakeholders Updated
Supplementary Explanation
Stipulation of Due Respect for Stakeholders
Through Internal Regulations, Etc.

We have established a Basic Corporate Governance Policy which stipulates that the corporate
activities of the Company and its corporate group must be conducted with an awareness of the
support we receive from our various stakeholders.

Implementation of Environmental
Preservation Activities and CSR Activities,
etc.

Under the basic policy of "contributing to the creation of a truly affluent society through using ourtechnology friendly to the global environment and our decision-making capabilities," the Company
has identified four important issues (materiality) related to ESG in its long-term vision "E∙J Vision 2030," and we are promoting initiatives for each.
(Environmental preservation activities)
We have established a Sustainability Promotion Committee, and the whole group is working
together to promote initiatives to reduce our environmental impact, including with regard to climatechange. In addition to acting in accordance with the Basic Environmental Policy we established in
the fiscal year ended May 2023, in response to climate change, we are acting based on the TCFD
framework and promoting activities aiming to achieve the CO2 emissions reduction targets
obtained from the SBTi in October 2023. In the fiscal year ended May 2024, we received a ratingof "B" from CDP for our efforts for climate change. We will continue to promote initiatives toreduce our environmental impact.
(CSR activities)
Our consolidated subsidiary, Eight-Japan Engineering Consultants Inc., established the Yakumo
Foundation for Environmental Science in July 1998 with the aim of nurturing researchers who will
shape a bright future for people and the natural environment. The foundation is engaged in social
contribution activities that support the promotion of research and studies in environmental scienceand creativity training for researchers, and we support these activities across the group.

Formulation of Policies, Etc., Related to theProvision of Information to Stakeholders

Based on our Basic Corporate Governance Policy, we disclose corporate information in a fair andtimely manner in order to enhance the transparency of our management.

Other

Building on the concept of ESG management, four basic policies have been adopted in the
Company’s long-term vision, "E∙J - Vision 2030:" (1) Strengthen measures to mitigate the burden
on the environment (E: Environmental), (2) Contribute to the creation of a sustainable and resilient
society (S: Social), (3) Practice diversity management (S: Social), and (4) Strengthen governance tobuild an optimal structure (G: Governance). SDG targets have been set for each, and we areproactively working toward sustainable growth and increased corporate value. Each groupcompany has expanded on these four basic policies with their own policies tailored to theoperations they perform.
In particular, for human capital management, we will carefully examine the items necessary andconduct evaluations in the seven areas of human resource development, engagement, human capital
fluidity, diversity, health and safety, labor practices, and compliance and ethics.
Additionally, a Human Rights Policy was established and announced on December 1, 2022 toensure that human rights are respected throughout the supply chain. Based on this policy, we areconducting human rights due diligence and proceeding with a redress process for any human rights
violations found.

IV Matters Concerning the Internal Control System
1.

Basic Views on Internal Control System and Status of Development
In order for the Company to earn a higher level of trust and better reputation along with continued support from all stakeholders, including
customers, shareholders, local communities, and employees, the Board of Directors has resolved the following matters concerning thedevelopment of systems to ensure fair business practices.
1. Systems to ensure that the execution of duties by directors and employees of the Company and its group companies (hereinafter, “Group
companies”) complies with laws and regulations and their articles of incorporation

We will enhance internal controls and establish a monitoring system across Group companies in order to ensure that officers and employeesof Group companies perform their duties in compliance with laws, regulations, and their articles of Incorporation in an ethical manner that is
in line with our corporate philosophy and the management policies set forth in the E∙J Group’s medium-term management plan, etc.
• We will promote thorough awareness of our compliance program, other internal rules and regulations, as well as related laws andregulations, among officers and employees.
• We will specify the department in charge of compliance and establish a system for responding to problems, such as a whistleblower
system, that enables officers and employees to promptly and appropriately report compliance issues when they are found.
• In order to ensure an appropriate operational structure, the Audit Department, under the direct control of the representative director,
regularly conducts internal audits in accordance with the internal audit rules, etc. and reports directly to the Board of Directors and theBoard of Corporate Auditors.
2. Systems for the storage and management of information pertaining to the execution of duties by the Company directors
We will take all possible measures to prevent leakage, etc. of information relating to the execution of duties by directors, and establish asystem that enables us to appropriately and promptly confirm and verify the execution status, etc. as necessary.
• We will store and manage information relating to the execution of duties by directors in accordance with laws and regulations as well asinternal rules.
• We will establish a system that allows directors and corporate auditors to access such information at all times.
• We will appropriately disclose important information in accordance with laws and regulations as well as internal rules.
3. Regulations and other systems for managing the Company’s risk of loss
We will establish a system that enables us to appropriately and promptly respond to any risk of loss.
• The representative director will appoint a director in charge of each type of risk and develop a system that ensures appropriate managementof Group companies and communications.
• Directors will develop rules, guidelines, manuals, etc. as necessary in order to prevent and avoid the risk of loss, and make them known
to Group companies.
• In the event that a risk materializes and serious damage is expected to occur, the director in charge will assume responsibility forestablishing a system for prompt and accurate information control and response.
• We will establish a regular internal audit system that includes Group companies in accordance with the audit department’s internal audit
rules, and work to identify problems and challenges facing Group companies.
4. Systems to ensure the efficient execution of duties by the Company’s directors
We will establish a system to ensure that the execution of duties by directors is carried out appropriately and efficiently.
• We will formulate a group budget based on the medium-term management plan and annual budget system, and manage performance on
a consolidated basis.
• We will ensure that duties are performed in accordance with the authority specified in internal rules and decision-making rules.
• We will establish a system for collecting and providing information on the status of Group companies’ business performance, as well asa system that enables the directors and the Board of Directors to make decisions and conduct business operations in a prompt andappropriate manner.
5. Systems to ensure fair business practices across the corporate group, consisting of the Company as well as its parent company andsubsidiaries
We will establish a unified system across the organization to ensure and monitor compliance by officers and employees of Group companies
in the performance of their duties.
• In order to keep everyone on the same page regarding plans, policies, etc. to be implemented by Group companies, we will enhance theinternal communication system and make sure everyone across the organization knows about it.
• We will establish a system for communicating important matters affecting Group companies and take action in a prompt and appropriatemanner, including the convening of an emergency Group Management Committee meeting and other meetings.
• We will hold regular Management Committee meetings attended by representatives and directors of Group companies to discuss importantmanagement matters and communicate matters related to the execution of duties, etc., and establish a system that enables Group
companies to work together to ensure that decisions are made and business is transacted in a prompt and appropriate manner.
6. Matters concerning employees who are requested by the Company’s corporate auditors to assist them in their duties (hereinafter,"supporting employees"), the independence of supporting employees from directors, and ensuring the effectiveness of instructions given to
supporting employees• The Company’s corporate auditors may, when necessary, employ staff from the Audit Department to assist them in their duties.
• Supporting employees will not be directed or ordered by the directors in relation to the performance of their duties.
• When supporting employees concurrently hold another position, they must give priority to performing their duties as instructed by the
corporate auditors.
7. System that enables directors and employees of Group companies to report to the Company’s corporate auditors and other systems related
to reporting to corporate auditors• Directors and employees of Group companies will report to the Company’s corporate auditors on the following matters in addition to
those prescribed by laws and regulations, their articles of incorporation, and other internal rules.
• Any likelihood or occurrence of serious damage to the Company or any matter that may have a serious impact on the Company• Complaints and concerns about corporate ethics• Matters discussed by and reported to the Group Management Committee• Other matters that the Board of Corporate Auditors deems necessary to be reported on in order for it to perform its duties.
• Directors and employees of Group companies will provide necessary reports and information upon request of the Company’s corporate
auditors.

•In order to ensure that no one affiliated with any of the Group companies is treated unfairly for providing a report or information to theCompany’s corporate auditors as noted above, we will follow the whistleblowing rules and ensure that they are complied with by Group
companies.

8. Matters related to policies on the procedures for advance payment or reimbursement of expenses incurred in the performance of duties by
the Company’s corporate auditors, and the treatment of other expenses or liabilities incurred in the performance of such duties• In the event that a corporate auditor of the Company makes a request for advance payment or reimbursement to the Company in connection
with the performance of his/her duties, the Company will promptly comply with such request, unless such request is deemed irrelevant to
the performance of his/her duties.
• We will annually formulate a budget for expenses, etc. to be incurred in the performance of duties by corporate auditors based on theaudit plan approved by the Board of Corporate Auditors.
9. Other systems to ensure that audits by the Company’s corporate auditors are performed effectively• We will establish a system where corporate auditors attend important Board of Directors meetings, etc., review important approval
documents, and provide explanations to directors and employees as necessary.
• We will work to help officers and employees gain a better understanding of audits conducted by corporate auditors, improve the auditing
environment, and establish a system that facilitates the performance of their duties.
• We will hold regular meetings between corporate auditors and representative directors, corporate auditors and the Audit Department, as
well as corporate auditors and the accounting auditor.
• We will hold regular joint meetings of corporate auditors, the Audit Department, and the accounting auditor for the purpose of exchanging
information and opinions.
• We will hold regular joint meetings of corporate auditors of group companies and our corporate auditors for the purpose of exchanging
information and opinions.

2.

Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
The E∙J Group takes a firm stand against and eliminates unreasonable demands from anti-social forces and groups that threaten the order andsafety of civil society, and prohibits any relationship with such elements.
To this end, we have formulated and published a Compliance Program and other relevant statements to inform employees as well as the public
about the E∙J Group’s stance against anti-social forces, etc.
In addition to that, we have established the Standards for the Elimination of Anti-social Forces and the Manual for Dealing with Anti-social
Forces, and always work closely and exchange information with the police and other relevant administrative agencies, legal advisors, andlocal corporate defense councils, etc., to ensure an appropriate and prompt response.

V

Other

1.

Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation for Applicable Items---

2.

Other Matters Concerning the Corporate Governance System[Overview of Timely Disclosure]
1. Basic stance
We emphasize fair, impartial, and timely disclosure of information on the operations and various initiatives of our corporate group toshareholders and investors, and have established an operation manual for posting corporate information on our website, etc. as well as asystem to ensure that information is disclosed in accordance with the manual.
2. Internal system for timely disclosure
The Company has established the Administrative Head Office as a department for disclosing the decisions or occurring facts stipulated in thetimely disclosure rules established by the Tokyo Stock Exchange (hereinafter, "inside information").
Information recognized as important by each department of the Company (information that may need to be disclosed) is promptly reported to
the Administrative Head Office. Similarly, information recognized as important by subsidiaries is also promptly reported to the Administrative
Head Office.
The Administrative Head Office determines the necessity and details regarding disclosure, and upon obtaining approval of the generalmanager of the Administrative Head Office, the individual in charge of disclosure promptly discloses the information.

Appoints

Accounting
auditor

Dismisses

Lawyer
Provides advice/receives
reports and concerns

Conducts
financial audits

Governance Structure
Appoints
Dismisses

AuditsBoard of Corporate
Auditors

Audit
Department

Audits the Company andgroup companies
Consolidated group

Reports

Internal Control
Committee

Business andaccounting audits[Consolidated subsidiaries]• Eight-Japan Engineering Consultants Inc.

Group Risk Management
Committee

Shareholders' meetingGroup Management
Committee

Sustainability Promotion
Committee

Reports

AuditsAppoints• Japan Infrastructure Management Co., Ltd.
• Kindai-Sekkei Consultant, Inc.
• Kyouritsu Engineer Co., Ltd.
• Kyoritsu Koei Co., Ltd.
• Toshi Kaihatsu Sekkei Corporation• Ark Consultants Co., Ltd.

Business Administration
Division• i Develop Consultants Co., Ltd.
• Futagami Architects & Associates

Representative
director
Appoints

Board ofDirectors

Dismisses

Administrative Head
OfficeSelects• Daimic Co., Ltd.
• EJEC (Thailand) Co.,Ltd.

Removes/
Supervises

Planning Headquarters• Hokkaido Kindai-Sekkei Consultant Inc.

Supervises
management
Advises

Nomination/compensationcommittee

Directors in charge of eachtype of risk are appointed toensure the establishment andoperation of an appropriate
risk management system.

* The company in the dotted-line box is a
subsidiary of Eight-Japan Engineering
Consultants Inc.
* The company in the dashed-line box is a
subsidiary of Kindai-Sekkei Consultant,Inc.

As of May 26, 2022

[Timely Disclosure Process]Tokyo Stock Exchange
registration/disclosure

Occurring facts regarding ourcompany
Our business results
Our Administrative Head Office
Revisions to consolidated earnings
forecasts and dividend forecasts

Subsidiaries

Decisions of our subsidiaries(1) Information is confirmed and materials fortimely disclosure are created(2) Materials for timely disclosure are checkedby the person in charge of handlinginformation (General Manager of the
Administrative Head Office)(3) Disclosure instructions are given to the HR
and Legal Departments by the person in
charge of handling information

HR and Legal
Departments

Our company

Decisions of our company

Contractor is requested topost the materials for timely
disclosure on our company
websiteTimely disclosure
date and posting
instructions givenby email(Note) Materials to be posted
are posted by downloading
Tokyo Stock Exchange
disclosure data

(Note) Materials fordisclosure are notgiven directly to thecontractor.

Occurring facts regarding our
subsidiaries
Revisions to subsidiary earnings
forecast

denotes the flow of company information
denotes the flow of materials for timely disclosure

Posting completion
report is sent by email

Materials for disclosure
are posted on ourcompany website