Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 1786)
June 5, 2024
To Shareholders with Voting Rights:
Tatsuya Ohno
Representative Director and President
Oriental Shiraishi Corporation
6-52 5chome, Toyosu, Kotouku, TokyoNOTICE OF
THE 73RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation to you for your continued support and patronage.
We are pleased to inform you of the 73rd Annual General Meeting of Shareholders (the “Meeting”) of Oriental
Shiraishi Corporation (the “Company,” together with its subsidiaries, the “Group”). The Meeting will be held
for the purposes as described below.
In convening this Meeting, the Company has taken electronic provision measures to provide information
contained in Reference Documents for the General Meeting of Shareholders (the “Matters to be Provided
Electronically). The Matters to be Provided Electronically are posted on the following website on the Internet
under the “Notice of the 73rd Annual General Meeting of Shareholders.”
The Company’s website https://ir.orsc.co.jp/ja/ir/stock/meeting.html (only in Japanese)
In addition to the above, the Matters to be Provided Electronically are also available on the following website
on the Internet.
TSE website (TSE Listed Company Search)
http://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange website above, enter and search for the Company’s name or securities
code, and select “Basic information” followed by “Documents for public inspection/PR information” to review.
If you do not attend this meeting, you can exercise your voting rights by either of the methods below,
so please review the attached Reference Documents for the General Meeting of Shareholders posted in
the Matters to be Provided Electronically and exercise your voting rights by 5:30 p.m. Japan time on
Tuesday, June 25, 2024.
Exercise of voting rights via postal mailPlease indicate your approval or disapproval of the proposals on the enclosed voting rights exercise form andreturn it so that it is received by the deadline above.
Exercise of voting rights via the Internet
Please review the guidance on the procedure for exercising voting rights via electromagnetic method (theInternet) below (translation omitted), access the website for exercising voting rights designated by the Company(https://evote.tr.mufg.jp/), use the login ID and temporary password printed on the enclosed voting rights
exercise form, and follow the onscreen instructions to enter your approval or disapproval of the proposals by
the deadline above.
1. Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time (Reception will start at 9:15
a.m.)

2. Place:

Hall, Koto City Culture and Community Foundation, 4-11-3 Toyo, Koto-ku,
Tokyo, Japan* Please refer to the "Map to the Venue of the General Meeting of Shareholders"at the end of this document, as the venue has changed from the previous year.

-1-3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
73rd Fiscal Year (April 1, 2023 – March 31, 2024) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit
and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 73rd Fiscal Year
(April 1, 2023 – March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andProposal 2:
Supervisory Committee Members)
4. Matters Determined upon Convocation(1) Of the Matters to be Provided Electronically, the following matters are not included in the documents
to be delivered for the shareholder having made a written request in accordance with laws and regulations
and the Company’s Articles of Incorporation. Note that the Audit and Supervisory Committee members
and the Accounting Auditor have audited the documents to be audited, including the following matters.
1)
Notes to Consolidated Financial Statements
2)
Notes to Non-consolidated Financial Statements(2) Treatment of votes with no indication of approval or disapproval for any of the proposals on the voting
rights exercise form
If your voting rights exercise form does not indicate approval or disapproval for each proposal, your votewill be deemed to be approval.
(3) Treatment of duplicated votes via post mail or the Internet
If you cast your votes via post mail and the Internet, the Company will consider the vote cast via theInternet to be valid.
(4) Treatment of duplicated votes cast via the Internet
If you cast your votes more than once via the Internet, the Company will consider the last vote to be valid.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~■ When attending the Meeting, please hand in the enclosed voting rights exercise form at the reception andbring this Notice with you to save resources■ Any revisions to the Matters to be Provided Electronically, revised versions will be posted on each website
above.
■ No souvenirs will be provided to shareholders attending the Meeting. Your understanding would be muchappreciated.

* To control infection and preventive measures against the spread of COVID-19, the Company’s staff may
attend the Meeting wearing a face mask. We ask shareholders who are considering attending the Meeting toassess their health condition and the situation of COVID-19 as of the day of the Meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Year-end dividends
The Company considers stable returns of profits to shareholders one of its most important management
priorities, and makes it its basic policy to continue a stable distribution of dividends from profits.
Considering performance for the fiscal year under review, future business development, etc., the Company
hereby proposes the year-end dividend as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its amount
8 yen per share of the Company’s common stock
Total dividend amount of 1,073,315,736 yen(3) Effective date of the dividend of surplus
June 27, 2024

-3-

Proposal 2:

Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

As the terms of office of all eight (8) Directors will expire at the conclusion of this Meeting, the electionof eight (8) Directors (excluding Directors serving as Audit and Supervisory Committee Members) is proposed.
The candidates for Director (excluding Directors serving as Audit and Supervisory Committee Members)
are as follows.
Please refer to page 13 for the opinion of the Audit and Supervisory Committee on this proposal.
Reference: List of candidates for Director not serving as Audit and Supervisory Committee Members
No.

Name

Gender(Age)

1

Tatsuya Ohno

Male
(65)

2

Akio Shoji

Male
(61)

Positions and responsibilities
at the Company
Representative Director andPresident

Re-appointed

Attendance at the Boardof Directors meetings(Year in office)100% (16/16)
Years in office: 14 years

General Manager,
Engineering Divisionin charge of Information
Systems
100% (16/16)
General Manager, East
Director
Years in office: 7 years
Japan Business
Innovation Promotion
Department,
Engineering DivisionRe-appointed

General Manager,
Administration Divisionin charge of: Corporate
100% (16/16)
Director Planning,
Years in office: 10 years
Safety/Quality/Environ
ment and Legal
Compliance
General Manager, Sales
100% (16/16)
Director DivisionYears
in office: 2 years
In charge of Building

3

Yukihiko Hashimoto

Male
(62)

Re-appointed

4

Toshiaki Mizuno

Male
(63)

Re-appointed

5

Hideaki Kato

Male
(71)

Re-appointed
Outside Director
Independent Director

Director

100% (16/16)
Years in office: 7 years

6

Yuko Sudani(Registered name:Yuko Tamura)Female(42)

Re-appointed
Outside Director
Independent Director

Director

100% (16/16)
Years in office: 5 years

7

Hiroyuki Morinaga

Male
(71)

Re-appointed
Outside Director
Independent Director

Director

100% (16/16)
Years in office: 4 years

Harumi Isowa
Re-appointed
Female9/10 (90%)
Director
Outside Director(Registered name:Years in office: 1 year
(61)
Independent Director
Harumi Ichiishi)(Note) The number of years in office includes the tenure at OSJB Holdings Corporation, which was mergedwith the Company on April 1, 2021.
8

-4-

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1983

1

Joined Oriental Concrete Corporation (currently, theCompany)
October 2007 Manager, Construction and Engineering Department,
Osaka Branch
February 2010 Director and Managing Executive Officer; General
Manager, Construction and Engineering Division andGeneral Manager, Construction Department,
Construction and Engineering Division
Director and Managing Executive Officer; General
July 2011
Manager, Construction and Engineering Division and
Prestressed Concrete Building Department; in chargeof Safety/Quality/Environment
Tatsuya Ohno
Director and Managing Executive Officer; General
April 2012
Male
Manager, Construction and Engineering Division; in(November 28, 1958)
charge of Safety/Quality/Environment
Director, OSJB Holdings Corporation
June 2012
Re-appointed
Director and Senior Managing Executive Officer;
June 2015
General Manager, Construction and Engineering
Division; in charge of Safety/Quality/Environment,
Years in office as
the Company
Director: 14 years
Director and Senior Managing Executive Officer;
April 2016
General Manager, Civil Engineering Division; inAttendance at the
charge of Safety/Quality/Environment
Board of Directors
President and CEO (to present)
April 2017
meetings: 16/16(100%)
Representative Director and President, OSJB
June 2017
Holdings Corporation[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Tatsuya Ohno took office as President and CEO of the Company in 2017
after serving as Director and Senior Managing Executive Officer;
General Manager, Civil Engineering. He has expertise in concrete
structures gained through long business experience as well as abundant
experience and insight into management in general. The Company
proposes to reelect him as a Director in hope that his appropriate
judgment based on his experience will enable the Company to makeprompt decisions and help the Company to further grow and increase its
corporate value.

Number ofshares of theCompany held

-5-

69,990No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1985

Akio Shoji
Male(November 2, 1962)
Re-appointed
2

Years in office as
Director: 7 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

Joined Oriental Concrete Corporation (currently, theCompany)
January 2010 General Manager, Engineering Department,
Construction and Engineering Division
March 2010
Executive Officer; General Manager, Engineering
Department, Construction and Engineering Division
June 2015
Managing Executive Officer; General Manager,
Engineering Department, Construction andEngineering Division
April 2016
Managing Executive Officer; General Manager,
Engineering Department, Civil Engineering Division
April 2017Managing Executive Officer; General Manager,
Engineering Division
June 2017
Director and Managing Executive Officer; General
Manager, Engineering Division
April 2019
Director and Managing Executive Officer; General
Manager, Engineering Division; in charge ofInformation Systems
June 2019
Director; in charge of Engineering Divisions, OSJB
Holdings Corporation
January 2021 Director and Managing Executive Officer; General
Manager, Engineering Divisionin charge of Information Systems
General Manager, East Japan Business Innovation
Promotion Department, Engineering Division(to present)[Reason for nomination as candidate for Director not serving as an Audit
and Supervisory Committee Member]
Akio Shoji took office as Director of the Company in 2017 after
accumulating experience as its General Manager, Engineering
Department, Construction and Engineering Division and General
Manager, Engineering Division. He has expertise in the design andengineering segment obtained through his long business experience aswell as abundant experience and insight into management. The
Company proposes to reelect him as Director in the belief that he will
make appropriate judgments based on the above experience and will
expedite the Company's decision-making process.

Number ofshares of theCompany held

-6-37,886No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1985

3

Joined The Sanwa Bank, Limited (currently, MUFG
Bank, Ltd.)
April 2007
General Manager, Global Markets Business Division
for China
October 2009 General Manager, Securities Sales Office, Global
Markets Sales and Trading Division
June 2011
General Manager, Global Markets Sales and Trading
Division
June 2014
Director and Executive Officer; in charge ofCorporate Planning, the Company
June 2015
Director; in charge of Corporate Planning, OSJB
Holdings Corporation
June 2016
Director; in charge of Internal Control and Corporate
Planning
Director and Executive Officer; in charge of
Yukihiko Hashimoto April 2017
Corporate Planning and Safety/Quality/Environment,
Male
the Company(March 4, 1962)
April 2018
Director and Executive Officer; General Manager,
Administration Division; in charge of Corporate
Re-appointed
Planning and Safety/Quality/Environment
April
2018
Director; in charge of Internal Control, Corporate
Years in office as
Planning, and General Affairs, OSJB Holdings
Director: 10 years
Corporation
June 2019
Director; in charge of Internal Control, Corporate
Attendance at the
Planning, Administration Divisions, and Compliance
Board of Directors
meetings: 16/16
February 2020 Director; in charge of Internal Control, Corporate(100%)
Planning, Administration Divisions, and Legal
Compliance
April 2021
Director and Executive Officer; General Manager,
Administration Division; in charge of Corporate
Planning and Safety/Quality/Environment, and Legal
Compliance, the Company (to present)[Reason for nomination as candidate for Director not serving as an
Audit and Supervisory Committee Member]
Yukihiko Hashimoto has taken office as Director of the Company since2014, after accumulating business experience at MUFG Bank, Ltd. He
has financial expertise obtained through his long service at a bank as well
as abundant experience and insight into management. The Company
proposes to reelect him as Director in the belief that he will makeappropriate judgments based on the above experience and will expedite
the Company's decision-making process.

Number ofshares of theCompany held

-7-

36,509No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1985

Toshiaki Mizuno
Male(April 5, 1961)
Re-appointed
4

Years in office as
Director: 2 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

Joined Shiraishi Co., Ltd. (currently, Oriental
Shiraishi Corporation)
April 2005
Manager, Sales Branch Office, Sapporo Branch, theCompany
October 2007 Manager, Hokkaido Office, Tokyo Branch
June 2011
In charge of Sales Team, Sales Department, Tokyo
BranchFebruary 2015 General Manager, Sales Department, Tokyo Branch
April 2016
Senior Vice Manager, Tokyo Branch; General
Manager, Sales Department
June 2017
Executive Officer; Senior Vice Manager, Tokyo
Branch; General Manager, Sales Department
April 2021
Executive Officer; Senior Manager, Tokyo Branch
June 2022
Director and Executive Officer; Senior Manager,
Tokyo Branch
April 2023
Director and Executive Officer; General Manager,
Sales Division
June 2023
Director and Executive Officer; General Manager,
Sales Division in charge of Building (to present)[Reason for nomination as candidate for Director not serving as an
Audit and Supervisory Committee Member]
Toshiaki Mizuno has taken office as Director since 2022 after serving as
Manager of the Hokkaido Branch and Executive Officer and Senior
Manager of the Tokyo Branch. The Company expects that he will beable to appropriately execute his duties as Director of the Company,
given his expertise in sales departments gained through years ofexperience as well as the wealth of experience and insight cultivated inbranch management, and hence proposes to reelect him as Director.

Number ofshares of theCompany held

-8-

12,089No.

Name(Date of birth)

Career summary, positions and responsibilities
at the Company
April 1976

Hideaki Kato
Male
(April 27, 1953)
Re-appointed
Outside Director
5

Independent
Director
Years in office as
Director: 7 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

Joined Nissho Iwai Corporation (currently, Sojitz
Corporation)
April 2005
President, Sojitz (Thailand) Co., Ltd.; General
Manager, Bangkok Branch
April 2007
Senior General Manager, Plastics Unit, Sojitz
Corporation
April 2007
President, Sojitz Pla-Net Corporation
April 2009
Executive Officer; Senior General Manager,
Functional Materials Unit, Sojitz Corporation
April 2012Managing Executive Officer; President, Consumer
Lifestyle Business Division, Sojitz Corporation
October 2013 Managing Executive Officer; Senior General
Manager, Consumer Service & Development Unit,
Sojitz Corporation
April 2014
Managing Executive Officer; President & CEO for
Asia & Oceania
April 2017
Director and Chairman, Sojitz Pla-Net Corporation
June 2017
Director, OSJB Holdings Corporation
April 2019
Advisor, Sojitz Pla-Net Corporation
April 2021
Director, the Company (to present)[Reason for nomination as candidate for Outside Director not serving
as an Audit and Supervisory Committee Member and expected roles]
Hideaki Kato served many positions including Managing Executive
Officer of Sojitz Corporation and Director and Chairman of Sojitz PlaNet Corporation. As an Outside Director, he has played a beneficial roleby supervising the Company’s management, appropriately giving
pertinent opinions drawing on his abundant experience and deep insight,
and other contributions. Expecting that he will continue to appropriately
supervise the execution of business and provide useful advice for generalmanagement from a broad perspective, the Company proposes his reelection as Outside Director.

Number ofshares of theCompany held

-9-

0

No.

Name
(Date of birth)
Yuko Sudani(Registered name:Yuko Tamura)Female(April 16, 1982)
Re-appointed
Outside Director

6

Independent
Director
Years in office as
Director: 5 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

Career summary, positions and responsibilities
at the Company
September 2007 Registered as attorney-at-law
Joined Toranomon Law and Economic Office
January 2013
Attorney-at-law, Ginza PLUS Law Office (to present)
June 2019
Director, OSJB Holdings Corporation
April 2021
Director, the Company (to present)(Significant concurrent position)
Attorney-at-law, Ginza PLUS Law Office[Reason for nomination as candidate for Outside Director not serving
as an Audit and Supervisory Committee Member and expected roles]
Yuko Sudani has been giving appropriate opinions regarding
management in areas including the strengthening of the Company’s
compliance structure drawing on her abundant experience and expertiseas a legal specialist, as well as valuable advice from the perspective ofsupervision and checks of the Company. Based on such experience andexpertise, the Company has concluded that she will perform her duties
as Outside Director by giving appropriate supervision of and usefuladvice to legal affairs in general in relation to the execution of business,and proposes her reelection as Outside Director.

- 10 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)

Career summary, positions and responsibilities
at the Company
March 1977
April 2002
June 2004

Hiroyuki Morinaga
Male(October 25, 1952)
Re-appointed
Outside Director
7

Independent
Director
Years in office as
Director: 4 years
Attendance at theBoard of Directors
meetings: 16/16(100%)

Joined Aica Kogyo Co., Ltd.
Supervisor, Metropolitan Area Sales I
Director; Senior Executive Officer; General Manager,
Chemical Products Company
October 2006 Director; Senior Executive Officer; Supervisor,
Metropolitan Area Sales I; General Manager, Tokyo
BranchJuly 2008
Managing Director; General Manager, Building &Housing Materials Company
July 2009Managing Director; in charge of Market Development
Department
October 2010 Managing Director; in charge of Overseas Business
Department
April 2013
Managing Director; General Manager, Corporate
Planning Department
April 2014
Managing Director; Assistant to President; in charge ofSpecial Assignments
June 2014
Corporate Auditor
June 2018
AdvisorJune 2020
Director, OSJB Holdings Corporation
April 2021
Director, the Company (to present)[Reason for nomination as candidate for Outside Director not serving
as an Audit and Supervisory Committee Member and expected roles]
Hiroyuki Morinaga served as a Director of Aica Kogyo Co., Ltd. formany years. He has been fully performing his role in areas including
supervision of the Company’s management by giving valuable andaccurate opinions drawing on his abundant experience and deep insightin sales, market development, and other related areas. Therefore, theCompany has concluded that he will perform his duties as Outside
Director by giving appropriate supervision of and useful advice to the
execution of business, and proposes his reelection as Outside Director.

Number ofshares of theCompany held

- 11 -

0

No.

Name
(Date of birth)

Harumi Isowa(Registered name:
Harumi Ichiishi)
Female(April 12, 1963)
Re-appointed
Outside Director
8

Independent
Director
Years in office as
Director: 1 year
Attendance at theBoard of Directors
meetings: 9/10
(90%)

Notes: 1.
2.
3.

4.

5.

6.

Career summary, positions and responsibilities
at the Company

Number ofshares of theCompany held

April 1988
April 2006
April 2017
June 2018

Joined The Mainici Newspapers Co., Ltd.
Kofu Bureau Chief
Director, Digital Media Bureau
General Manager, Sales Headquarters II;
Director, Mainichi Advertising Inc.
June 2020
Representative Manager, Tokyo Head Office
June 2021
Outside Director, Kobelco Eco-Solutions Co.,Ltd.
June 2022
Advisor (to present)
June 2022
Outside Director, DAISUE CONSTRUCTION
CO., LTD. (to present)
June 2023
Director, the Company (to present)(Significant concurrent positions)
Advisor, Kobelco Eco-Solutions Co., Ltd.
Outside Director, DAISUE CONSTRUCTION CO., LTD.
[Reason for nomination as candidate for Outside Director not serving
as an Audit and Supervisory Committee Member and expected roles]
Harumi Isowa has served as a director and outside director at othercompanies. Based on her extensive experience and expertise as amanager, she has provided reasonable opinions on the Company’s
management. Based on her many years of work experience at anewspaper company, the Company expects her to continuously
contribute to improving the Company’s corporate value by providing
useful advice and appropriate supervision. Therefore, the Company
proposes her reelection as Outside Director.

There are no special interests between each candidate for Director and the Company.
Hideaki Kato, Yuko Sudani, Hiroyuki Morinaga, and Harumi Isowa are candidates for Outside
Director. They are also candidates for Independent Director in accordance with the regulations of
the Tokyo Stock Exchange.
The Company has entered into a directors and officers liability insurance (D&O insurance)
agreement provided in Article 430-3, Paragraph 1 of the Companies Act with an insurancecompany, with all Directors, Audit and Supervisory Committee Members, and Executive Officersof the Company and its subsidiaries as the insured persons, and pays all premiums. The policy
covers damages and legal expenses incurred by the insured in the event that an investor, employee,or other third party files a claim for damages arising from the insured's conduct on the job. As ameasure to ensure that the insured's execution of duties is appropriate, damages caused by the
insured's intentional or criminal acts are exempt from the insurance coverage. Each candidate will
be included as an insured party in the policy.
The Company has entered into agreements with the candidates for Outside Director, Hideaki Kato,
Yuko Sudani, Hiroyuki Morinaga, and Harumi Isowa to limit their liability under Article 423,
Paragraph 1 of the Companies Act to the amount stipulated by laws and regulations, in accordancewith Article 29, Paragraph 2 of the Articles of Incorporation. Subject to the approval of theirreelection at this Meeting, the Company intends to continue the said agreements with them.
Hideaki Kato, Yuko Sudani, Hiroyuki Morinaga, and Harumi Isowa currently serve as Outside
Directors of the Company and their terms of office will be seven (7), five (5), four (4), and one (1)respectively, year(s) at the conclusion of this Meeting. (* Including the term of office at OSJB
Holdings Corporation, which was merged with the Company on April 1, 2021.)
The numbers of attendance at the Board of Directors meetings for Harumi Isowa are the numberof meetings held and the number of attendance at the Board of Directors meetings after she
assumed office at the 72nd Annual General Meeting of Shareholders.

- 12 -

0Opinion of the Audit and Supervisory Committee:
A “Nomination and Compensation Advisory Committee” consists of a majority of Independent
Outside Directors voluntarily established as an advisory body to the Board of Directors regarding theappointment and compensation of Directors (excluding Directors who are the Audit and Supervisory
Committee members; the same shall apply hereinafter). A full-time Audit and Supervisory Committee
member attended the “Nomination and Compensation Advisory Committee” to confirm the content ofdeliberations, and the content was discussed at the Audit and Supervisory Committee.
The appointment of Directors is determined based on an evaluation of each candidate's businessexecution and performance during the fiscal year under review, statements made at Board of Directors
meetings, and career to date. In addition, for the compensation of Directors during the fiscal year underreview, the procedures for reporting to the Board of Directors regarding compensation of Directors by
the “Nomination and Compensation Advisory Committee” are appropriate, and the level and structureof compensation as well as the specific method of calculating the amount of compensation, werediscussed and decided upon.
We believe that the procedures for appointing Directors and determining their compensations areappropriate and that their contents are appropriate.

- 13 -

Reference: Management structure after Proposal 2 is approved (planned)
Areas of expertise and experience
Priority items related to growth strategies

Director

Title

Name

Tatsuya
Ohno●

Akio Shoji●

Yukihiko
Hashimoto●Toshiaki
Mizuno●Hideaki
Kato

Outside Director
Independent

Yuko
Sudani

Outside Director
Independent
FemaleHiroyukiMorinaga

Outside Director
Independent

HarumiIsowa
Director(Audit and Supervisory
Committee Member)

Attribute

Corporate
Management/
Management
Strategy●

Finance/
Accounting

Research &Development

ICT

Fundamental management items

Internationality

Sustainability

●

●

●

●

●

●

Personnel/Labor Expertise
Quality Control Human Resource(CivilDevelopment Engineering)

●

●

●

●

●

●

●

●

●

●

●

●

Legal Affairs

●

●

●

Outside Director
Independent
FemaleMasaakiTakeda●●●Kimihiko
KojimaOutside Director
Independent

Naoto
Chiba

Outside Director
Independent

●

●

●

●

●

(Note) The above table does not show the complete set of expertise, etc. the candidates possess.

- 14 -●

Priority items related to growthstrategies

Fundamental management
items

Areas of expertise and experience

Definition of areas of expertise / expectations
Corporate
Management/
Achieve long-term and sustainable growth of the Company through top
Management
management experience and insight in corporate management.
Strategy
Realize the Company's financial and capital strategies and mergers andFinance/Accounting
acquisitions based on expertise and insight in corporate accounting.
Develop technology with competitive advantage by using R&D experience
Research &and insight. Promote technology development contributing to productivity
Development
improvement.
Increase production efficiency through the use of information technology
ICT
based on experience and insight in IT technology.
Build a foothold for expanding overseas business through experiences inInternationality
overseas business.
Establish sustainable management by strengthening ESG (Environment,
Sustainability
Social, and Governance).
Establish compliance management of the Company through experience andLegal Affairs
insight in corporate legal affairs.
Improve quality in all aspects of our business, including safety, and transfer
Quality Control
of technology to ensure quality.
Improve employee levels and strengthen human resource management by
Personnel/Labor
ensuring work style reforms, strengthening diversity initiatives, andHuman Resourcesenhancing education, through human resource related experience andDevelopment
insights.
Apply knowledge and insight of bridge civil engineering to develop
Expertise (Civil
strategies for winning orders and qualified construction management for ourEngineering)core businesses: new bridges, pneumatic caissons, and repair/reinforcement
projects. Appropriate business judgment for problem solving.

- 15 -

[Reference]
Independence Criteria for Independent Outside Directors
The Company’s independence criteria for Independent Outside Directors are based on the Guidelines
concerning Listed Company Compliance, etc. provided by the Tokyo Stock Exchange with the addition of thefollowing items. The Company selects Outside Directors who do not fall under any of the following items as
Independent Outside directors.
1)
2)
3)
4)

Persons formerly affiliated with the Group or their family members
Executives of a lender from which the Company borrowed an amount accounting for 2% or more theCompany’s consolidated total assets in any of the past three fiscal years
A major shareholder who holds 10% or more of the Company’s voting rights or its executives
Consultants, accounting or legal specialists who receive cash or other assets of 10 million yen or morefrom the Group other than executive compensation in any of the past three fiscal years.

- 16 -