Corporate Governance Report
Last Update: June 28, 2022

ITFOR Inc.
Tsunenori Sato, President and Representative Director
Contact: Corporate Planning Department, TEL: +81-3-5275-7847
Securities Code: 4743
https://ir.itfor.co.jp/english/

The corporate governance of ITFOR Inc. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information

1. Basic Views [Updated]
Under its corporate philosophy, “We provide inspiration and innovation for a future of smiles through our‘ability to be close to people’,” the Company recognizes that the basis of corporate governance is to createtransparent and fair management systems and promote efficient business execution based on prompt anddecisive decision-making, while providing timely and appropriate information disclosure.
Based on this basic approach, we have established the Company Group’s “Basic Policy on Corporate
Governance” and aim to continuously improve the corporate value of the Company Group by ensuring theeffectiveness and continuous enhancement of corporate governance.
<Website for Basic Policy on Corporate Governance and Corporate Governance>
https://ir.itfor.co.jp/english/management/governance.html[Reasons for Non-compliance with the Principles of the Corporate Governance Code] [Updated][Supplementary Principle 3-1-3. Initiatives, etc., for Sustainability]
1. Sustainability initiatives
In the Company’s three-year medium-term management plan, “NEXT STAGE 2023 −HENCA SINCA
SOZO−,” which started in FY2021, the Company set out sustainability promotion as contributing to regional
revitalization and promoting ESG management. The Company has established the “Sustainability Promotion
Committee,” with the President and Representative Director serving as the Chairperson responsible forpromoting sustainability and the three General Managers serving as deputy chairpersons, and carries out
sustainability initiatives.
The Sustainability Promotion Committee has engaged in repeated discussions whose perspectives
encompassed the environment surrounding the Company, the status of social issues, SDGs which are global
common goals, and more. The Company has decided on the following five priority initiatives (materialities):“reducing the burden on the environment,” “contributing to society through ‘regional revitalization’,”“improving productivity and enhancing added value through the promotion of digital transformation,”“strengthening the management foundation,” and “deepening human resources.”
The Company has deliberated on KPI settings and measures for each of these materialities, and is taking
concrete initiatives through its business activities.
<Website for Sustainability Initiatives>
https://www.itfor.co.jp/en/sustainability/-1Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

2. Investing in human capital
The Company is working to promote the active participation and development of its human capital anddeveloping rewarding working environment and systems with the aim of enabling every one of its employees,with their diverse values and backgrounds, to live up to their full potential.
Details regarding the initiatives and its progress are disclosed on the Company’s website.
https://www.itfor.co.jp/en/sustainability/hrm/
3. Investing in intellectual property
The results of research and development have been announced as necessary in press releases, etc., as well as
posted on the Company’s website.
https://www.itfor.co.jp/en/news/
4. Response to climate change and disclosure in accordance with the TCFD framework
The Company collects and analyzes necessary data regarding the risks and revenue opportunities associatedwith climate change, its impact on the business activities of the Company, and other matters.
The Company deliberates on how to enrich both the quality and volume of its disclosure in accordance withframeworks such as the TCFD and is preparing to make disclosures.
[Disclosure Based on the Principles of the Corporate Governance Code] [Updated][Principle 1-4. Strategic Shareholdings]
The Company strategically holds shares of companies considered to be necessary for the purpose of building
and maintaining good relationships with business partners and realizing increased corporate value over the
medium to long term through the smooth promotion of business.
Regularly each year, the Board of Directors verifies the economic rationality of individual strategic
shareholdings, based mainly on whether they meet their holding purposes, and the Company shall reduce theholding of shares that are judged to be inappropriate.
When exercising voting rights pertaining to strategic shareholdings, the Company makes appropriate
decisions based on whether it will contribute to the sustainable growth and increase of corporate value overthe medium to long term of the company in which the shares are held and the Company. In FY2022, theCompany intends to continue its strategic shareholdings of 14 issues of its business partners.
(Article 6 of the Basic Policy on Corporate Governance)[Principle 1-7. Transactions between Related Parties]
In the event that the Company conducts transactions with related parties, including officers and major
shareholders, etc., the approval of the Board of Directors shall be obtained to ensure that the transactions will
not harm the common interests of the Company Group and its shareholders.
The Company conducts investigations each fiscal year to determine the existence of related parties andtransactions with related parties.
(Article 8 of the Basic Policy on Corporate Governance)[Supplementary Principle 2-4-1. Ensuring Internal Diversity Including Active Participation of Women]
In an effort to achieve its corporate philosophy, “We provide inspiration and innovation for a future of smiles
through our ‘ability to be close to people’,” the Company is making efforts to promote the active participationand development of its human resources and provide a rewarding working environment and systems, byrespecting all forms of diversity including the active participation of women and the individuality of
employees, with an aim to enable every one of its employees who uphold diverse values and come fromdiverse backgrounds to demonstrate their potential to the maximum extent.
-2Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

(1) Status of ensuring diversity
The Company has always practiced merit-based appointment that focuses on abilities and achievements,
regardless of gender, age, and nationality.
The Company recognizes the importance of paying respect to diverse perspectives and values to achievesustained growth and the increase of corporate value, and actively recruits talent with different experiences
and skills, while promoting the establishment of workplaces where diverse talent can actively participate.
Furthermore, the Company provides new employment opportunities to retirees through the post-retirement
re-employment system, which contributes to hand down the experience and professional expertise
accumulated over many years in various fields to younger employees.
(i) Appointment of female managers
The Company has set a goal of raising the percentage of female managers to 8.0% by FY2023.
The percentage of female managers has changed as follows:
As of March 31, 2021: 5.8% (6.8% for the Company Group as a whole)
As of March 31, 2022: 4.2% (5.5% for the Company Group as a whole)(ii) Appointment of foreign national and mid-career recruit managers
Given that the Company’s business base is in Japan, the percentage of foreign national managers is currently
0.0%. Going forward, the Company intends to appoint foreign national managers in stages as appropriate.
In addition, the percentage of managers who were mid-career recruits has changed as follows, and theCompany intends to maintain these levels.
As of March 31, 2021: 43.3% (50.0% for the Company Group as a whole)
As of March 31, 2022: 38.9% (45.9% for the Company Group as a whole)(2) The policies for human resources development and for the improvement of the working environment
aimed at ensuring diversity(i) Policy for human resources development
The Company’s employees are irreplaceable precious human resources. The Company believes that it is able
to build and maintain a long-term relationship of trust with its customers and thus increase its corporate value
due to the autonomous collaboration and mutual enhancement between the employees with diverse
experience, skills, and attributes.
Based on this concept of employees being important management resources, the Company positions thedevelopment of human resources as an important issue. In order to address this issue, the Company provides
training opportunities, such as level-specific training programs including the training for new employees, OJT
training at each Department, harassment-prevention training for all employees, managerial training for newly
appointed managers, and third-party seminars, as necessary.
The Company is also working to establish a system where employees can consider their own career paths witha full understanding of internal work of the Company.
(ii) Policy for the improvement of the working environment
Based on the belief that having employees embrace rewarding challenges will lead to the growth of theorganization, the Company strives to provide a working environment in which employees can demonstrate
their various capabilities and have opportunities to engage in challenging work.
(iii) Current status- Recruitment of new graduates
FY2020: 22, including 15 male and 7 female employees
FY2021: 23, including 15 male and 8 female employees
FY2022: 31, including 24 male and 7 female employees- Mid-career recruits
FY2020: 39, including 29 male and 10 female employees
FY2021: 12, including 9 male and 3 female employees-3Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

-

Ratio of paid vacation usage for FY2021: 78%
Adoption of a flex-time system, shift of remote working to a permanent system
Conduction of an employee engagement survey, and consideration and implementation of an action plan
based on the results thereof[Principle 2-6. Roles as Asset Owner of Corporate Pension Funds]
The Company has not adopted a defined benefit-type corporate pension plan, and thus this principle does not
apply.

[Principle 3-1. Full Information Disclosure](i) Aims of the Company (e.g., corporate philosophy), management strategies, and management plans
The Company wishes to contribute to the creation of a society that provides inspiration and innovation for a
future of smiles by using its expertise in systems (IT) and operations (BPO), developed through the years, toprovide support not only to companies but the people within them through various stages of their lives. Ledby this desire, the Company revised its corporate philosophy in December 2021 and formulated its purpose
statement, which encapsulates the importance of its place in society.
<Corporate philosophy>
Provide inspiration and innovation for a future of smiles through our ‘ability to be close to people’<Purpose statement (the importance of the Company’s place in society)>
Through social contribution by regional revitalization, we will contribute to the development of a sustainable
future by providing surprises for all people and businesses.
<Management strategies and management plans>
Details regarding the third medium-term management plan, which began in FY2021, are disclosed on the
Company’s website.
https://ir.itfor.co.jp/english//management/plan.html(ii) The Company Group’s basic views and basic policy on corporate governanceSee “1. Basic Views” under “I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile
and Other Basic Information” of this report.
The Company has established and disclosed the “Basic Policy on Corporate Governance” with the objectiveof sincerely meeting the expectations of its shareholders, employees, customers, business partners, and thecommunity, achieving sustainable growth of the Company Group, and increasing its corporate value over the
medium to long term. (Established on December 27, 2021)(iii) Policies and procedures on determining the remuneration of senior management and Directors by the
Board of Directors
See “1. Organizational Composition and Operation” under “II. Business Management Organization and Other
Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight inManagement” of this report.
(iv) Policies and procedures on the election/dismissal of senior management and the nomination of candidates
for Director in the Board of Directors
See “2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)” under “II. Business Management
Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business,
and Oversight in Management” of this report.

-4Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

(v) Explanations with respect to the individual elections/dismissals and nominations in the election/dismissalof senior management and the nomination of candidates for Director in the Board of Directors
When nominating candidates for Directors or Directors serving as Audit & Supervisory Board Members, thisis indicated in the Reference Documents for the General Meeting of Shareholders in the convocation noticeof the General Meeting of Shareholders, and the convocation notice of the General Meeting of Shareholders
is posted on the Company’s website.
https://ir.itfor.co.jp/english/stock/meeting.html
In the event when the Board of Directors reaches a decision to dismiss a member of senior management, suchdecisions are disclosed through timely disclosures, etc., based on the rules specified by the Tokyo Stock
Exchange.

[Supplementary Principle 4-1-1. The Outline of the Scope of Delegation to Management]
The matters to be discussed and resolved by the Board of Directors of the Company are set forth in the Boardof Directors Regulations based on their monetary materiality and other factors, in addition to matters set forthin laws, regulations, and the Articles of Incorporation.
Furthermore, the Company has adopted a system that delegates a part of the important business execution
authority to the Business Executive Committee, which is chaired by the President and Representative Director,
to engage in prompt management decisions and business execution.

[Principle 4-9. Independence Standards and Qualifications for Independent Outside Directors]
The Board of Directors of the Company has set forth the following criteria (1) through (3) when electing
Independent Outside Directors, to enhance the supervision function over management and strengthen thecorporate governance structure.
(1) An Independent Outside Director must currently not be an executive of the Company, its subsidiaries, oraffiliates of the Company. In addition, an Independent Outside Director must not have been an executive of
the Company, its subsidiaries, or affiliates of the Company during the last 10 years.
(2) An Independent Outside Director must currently not be a party whose major client or supplier is theCompany or an executive thereof, or a major client or supplier of the Company or an executive thereof.
(3) An Independent Outside Director must not be a consultant, an accounting or legal specialist, an accounting
auditor, or a counterparty to an advisory contract, currently receiving a large amount of cash or other property
from the Company aside from the compensation as a Director (if the entity receiving the stated assets is a
corporation, union or other organization, then any person belonging to said organization).
In selecting the candidates, the Board of Directors of the Company also fully examines whether the candidate
holds the qualifications that will allow the candidate to fulfill his/her roles and responsibilities as an
Independent Outside Director, such as whether the candidate is expected to contribute to the frank, active, andconstructive discussions of the Board, in addition to whether a candidate complies with these criteria of
independence.

[Supplementary Principle 4-10-1. Nomination and Compensation Committee]
See “1. Organizational Composition and Operation” under “II. Business Management Organization and Other
Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight inManagement” of this report.

-5Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

[Supplementary Principle 4-11-1. Views on the Balance of Knowledge, Experience, and Capability; Diversity
and Scale of the Board of Directors; and the Combination of Skills, etc., of the Directors]
The Company believes that in order for the Board of Directors to recognize its fiduciary responsibilities tothe shareholders and fulfill its obligation to achieve the sustainable growth and increase of corporate value
over the medium to long term of the Company Group, the Board of Directors as a whole should maintain thediversity that includes a balance of knowledge, experience, capability, gender, and high level of expertise. As
such, the Directors of the Company are persons who are physically and mentally healthy with excellent
character and insight, and also have a wealth of business experience, a high level of management ability, andthe ability to fulfill the duties of their position. Candidates for Director are selected from persons who arefamiliar with and have knowledge of the Company’s business, persons who have knowledge of finance,accounting, and legal affairs, and persons who have experience as a corporate manager.
Candidates for Independent Outside Directors are selected from persons who meet the criteria for
independence specified by the Tokyo Stock Exchange, and are capable of supervising management from awide perspective and providing appropriate advice based on their background and relationship with theCompany, and also possess excellent character and insight.
--

Currently, there are no foreign national Directors; however, given that many of the Directors and Outside
Directors are internationally-minded and have abundant business experience overseas, including thosewith experience of overseas postings and working with overseas vendors, the diversity of the Board of
Directors is assured.
A skill matrix that summarizes the skills and experiences of each Director and Outside Director is shownon the last page of this report.

[Supplementary Principle 4-11-2. Status of Concurrent Positions Held by the Directors]
The Company discloses each year the significant concurrent executive positions held by each Director at othercompanies in the Notice of the General Meeting of Shareholders and on its website, etc., after deliberations
regarding such positions at the Board of Directors.
https://ir.itfor.co.jp/english/management/company.html[Supplementary Principle 4-11-3. Analysis and Evaluation of the Effectiveness of the Board of Directors as a
Whole]The Company conducts a self-evaluation and analysis of the effectiveness of the Board of Directors each year,with the aim of improving the functions of the Board of Directors and increasing corporate value. To ensure
the objectivity and transparency of the self-evaluation and analysis, the Company enlists third-party
organizations for support and employs the method of conducting questionnaires on each Director regarding
matters such as the composition and operation of the Board of Directors.
The analysis and evaluation results from the questionnaire for FY2021 indicated that the Board of Directors
was functioning appropriately in general, in terms of its operations, decision-making, and supervision. The
Company has judged that “the effectiveness of the Board of Directors is ensured.”
A summary of the FY2021 evaluation results of the effectiveness of the Board of Directors of the Company
has been disclosed on the Company’s website.
https://pdf.irpocket.com/C4743/JZk2/mVio/Jk6Q.pdf-6Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

[Supplementary Principle 4-14-2. Policy for Training of Directors]
The Company provides the Directors with opportunities to acquire knowledge necessary for fulfilling theirrespective roles and duties. It also encourages the Directors to participate in training and other activities forthat purpose and bears the costs of such training and activities.
The Company provides opportunities for newly elected Internal Directors to deepen their understanding oflaws and regulations necessary for fulfilling their required duties, as well as compliance and corporate
governance, promptly after they take office.
It also provides newly elected Outside Directors with sufficient explanations of the Company Group’sbusiness details, financial status, management strategies, and other information.
The Company strives to support the continuing acquisition of knowledge by Directors, even after they haveassumed office, and it conducts periodic training for deepening their understanding of the knowledge andother matters required for management.
(Article 19 of the Basic Policy on Corporate Governance)[Principle 5-1. Policy for Constructive Dialogue with Shareholders]
To contribute to sustainable growth and increase of corporate value over the medium to long term, theCompany engages in constructive dialogue with shareholders, based on the General Meeting of Shareholders
and various other opportunities. Also, the Company pays appropriate attention to the voices and opinions ofshareholders through dialogue and strives to explain the Company’s management policies in an easy-tounderstand manner.
(Article 21 of the Basic Policy on Corporate Governance)
Specifically, it promotes constructive dialogue with shareholders through the following measures:(i) The President and Representative Director supervises the overall dialogue with shareholders and endeavors
to realize constructive dialogue with shareholders.
(ii) The Director in charge of administration exercises total control over IR activities. A dedicated department
in charge of IR supports smooth IR activities and dialogue with shareholders in close cooperation with relevantinternal departments.
(iii) In addition to responding to day-to-day inquiries from shareholders and individual investors andindividual meetings with institutional investors, the Company holds small meetings for analysts and briefings
on financial results, and it is working to enhance the means of dialogue through measures such as posting
information on briefings and other matters on the Company’s website.
(iv) The opinions of shareholders and other information obtained through dialogue with shareholders areshared within the Company through reporting to the Board of Directors and other measures, and efforts are
made to utilize them in future management.
(v) In dialogue with shareholders, the Company appropriately manages insider information in line with theRules on Management of Internal Information and Insider Trading to ensure fairness in information disclosure.

-7Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

2. Capital Structure
Foreign Shareholding Ratio

From 10% to less than 20%[Status of Major Shareholders] [Updated]
Name / Company Name
The Master Trust Bank of Japan, Ltd. (Trust account)
Custody Bank of Japan, Ltd. (Trust account)
Custody Bank of Japan, Ltd. (Sumitomo Mitsui Trust
Bank Retrust Portion / BROTHER INDUSTRIES, LTD.
Retirement Benefit Trust Account)
ITFOR Employee Shareholding Association
KIA FUND 136
Meiji Yasuda Life Insurance Company
The Bank of Yokohama, Ltd.
RBC ISB LUX NON RES/DOM RATE -UCITS
CLIENTS ACCOUNT-MIG
Kiyoshi Higashikawa
Eishi MurakamiControlling Shareholder (except for Parent
Company)
Parent Company

Number of Shares Owned
3,771,400
1,696,096
1,420,000

Percentage (%)
13.61
6.12
5.12

968,200
611,300
551,400
500,000
395,800

3.49
2.21
1.99
1.80
1.43

366,400
361,000

1.32
1.30

―
None

Supplementary Explanation [Updated](Notes)1. The shares owned by Custody Bank of Japan, Ltd. (Sumitomo Mitsui Trust Bank Retrust Portion /BROTHER INDUSTRIES, LTD. Retirement Benefit Trust Account) refer to the Company’s shares thatwere owned by BROTHER INDUSTRIES, LTD. and entrusted to Sumitomo Mitsui Trust Bank, Limited,which were then re-trusted to Custody Bank of Japan, Ltd., and related voting rights are retained by
BROTHER INDUSTRIES, LTD.
2. The Company holds 1,719,913 shares of treasury stock, which is excluded from the above-stated major
shareholders. Company shares of 123,796 shares held by Custody Bank of Japan, Ltd. as trust property
for the stock remuneration plan are not included in treasury stock.

-8Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

3. Corporate Attributes
Listed Stock Market and Market Section[Updated]

Tokyo Stock Exchange, Prime Market

Fiscal Year-End

MarchType of BusinessInformation & Communication

Number of Employees (consolidated) as of
the End of the Previous Fiscal YearNet Sales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

From 500 to less than 1,000
From ¥10 billion to less than ¥100 billion
Less than 10

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―-9Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Company with Audit & Supervisory Board

Organization Form
[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles ofIncorporation20
1 yearChairperson of the Board

President

Number of Directors

8

Appointment of Outside Directors

Appointed

Number of Outside Directors

3

Number of Independent Directors

3Outside Directors’ Relationship with the Company (1)NameAttribute

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

Makoto Sato
From another company
Daisuke Koizumi
From another company
Waka Abe
From another company* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the past○○○a. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration or otherproperty from the Company besides remuneration as a director/audit & supervisory board member
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/audit & supervisory board
members are mutually appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others- 10 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

Outside Directors’ Relationship with the Company (2) [Updated]
Audit &
Supervisory
Board
Members

Name

Designationas
Independent
Director

Supplementary
Explanation ofthe
Relationship

Makoto Sato

○

○

―

Daisuke Koizumi

○

○

―

○

―

Waka Abe

Reasons of Appointment
Mr. Makoto Sato has abundant
experience and deep insight as acertified public accountant, certified
publictax
accountant,andmanagement consultant, and iscapable of supervising the fairness
and transparency of managementfrom an objective and neutral
standpoint. The Company has also
judged that Mr. Sato poses no risk of
conflicts of interest with generalshareholders.
Mr. Daisuke Koizumi has abundant
experience as a corporate manager
and deep insight as a certified public
accountant and certified public tax
accountant, and is capable ofsupervisingthefairnessandtransparency of management from an
objective and neutral standpoint. The
Company has also judged that Mr.
Koizumi poses no risk of conflicts ofinterest with general shareholders.
Ms. Waka Abe has experience andinsight in launching new businesses
overseas and serving as a Director ofa business corporation. Accordingly,
the Company expects that she will
make contributions to strengthening
the supervisory functions of theCompany’s management by, forexample, making strict and fairjudgment about the appropriatenessof decision-making by the Board of
Directors of the Company.

[Audit & Supervisory Board]
Board Members’ Composition and Attributes of Chairperson
All Board
Members
Audit &
Supervisory Board

3

Full-timeMembers1

Appointment of Directors and/or Staff to
Support the Audit & Supervisory Board

Internal
Directors
1

OutsideDirectors
2

Chairperson
Internal
Director

Not Appointed- 11 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

Reason for Adopting the Current System
The Audit & Supervisory Board cooperates with the Internal Audit Office to conduct audits. Accordingly, theCompany has not appointed employees to assist the Audit & Supervisory Board in its duties.

Cooperation among Audit & Supervisory Board, Accounting Auditors and Internal Audit Divisions
The Audit & Supervisory Board Members, the Internal Audit Office, and the Accounting Auditor confer witheach other as necessary, and conduct reports on the status of internal control and exchange opinions on othermatters.
[Voluntary Establishment of Nomination/Remuneration Committee]
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee or
Established
Remuneration Committee
Committee’s Name, Composition, and Attributes of Chairperson

All Committee Members

Committee Corresponding toNomination Committee
Nomination and Compensation
Committee
5Committee Corresponding to
Remuneration Committee
Nomination and Compensation
Committee
5

Full-time Members

00Internal Directors

22

Outside Directors

33Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Committee’s Name

Supplementary Explanation
The Company has established the Nomination and Compensation Committee as an optional advisory body to
the Board of Directors to strengthen the fairness, transparency, and objectivity of the procedures relating to
the nomination and remuneration of Directors and enhance corporate governance.
- Composition
The members of the Nomination and Compensation Committee comprise three or more Directors selected byresolution of the Board of Directors, the majority of which shall be Independent Outside Directors (i.e., thoseregistered as Independent Directors with Tokyo Stock Exchange, Inc., among the Outside Directors).
In addition, the Chairperson shall be selected from the Independent Outside Directors by resolution of theNomination and Compensation Committee.
- Roles and Responsibilities
In response to inquiries by the Board of Directors, the Nomination and Compensation Committee shalldeliberate the following matters and report them to the Board of Directors.

- 12 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

(1) Matters concerning the election/dismissal of Directors (matters to be resolved by the General Meeting of
Shareholders)(2) Matters concerning the selection/dismissal of Representative Directors(3) Matters concerning the selection/dismissal of Directors with special titles(4) Matters concerning the remuneration, etc. of Directors(5) Matters concerning the maximum amount of remuneration to Directors (matters to be resolved by theGeneral Meeting of Shareholders)(6) Matters concerning succession planning (including training)(7) Other important matters related to management deemed necessary by the Board of Directors[Independent Directors]
Number of Independent Directors

3

Matters relating to Independent Directors
All eligible Outside Directors are registered as Independent Directors.
[Incentives]
Incentive Policies for Directors

Performance-linked Remuneration / Stock Options

Supplementary Explanation [Updated][Performance-linked stock remuneration plan]
The Company has introduced a performance-linked stock remuneration plan for the Directors of the Company(excluding Directors serving as Audit & Supervisory Board Members and Outside Directors) throughresolution of the Board of Directors meeting held on May 13, 2021 and the 62nd Annual General Meeting of
Shareholders held on June 18, 2021.
This plan was introduced to motivate Directors to contribute to enhancing medium- to long-term performanceand value of the Company by clarifying the linkage between the remuneration for Directors and theCompany’s performance and equity value, as well as to share the benefits and risks of stock price fluctuations
with shareholders.
(i) Overview of the stock remuneration plan
In the stock remuneration plan, a trust created through monetary funding by the Company (hereinafter,
the “Trust”) is used to acquire the Company shares, which are delivered through the Trust to each Directorin accordance with the number of points that have been granted to the Director.
As a general rule, the Company shares are delivered to the Director at the point of the Director’s
resignation. Directors shall not, without exception, exercise voting rights of the Company shares within
account of the Trust.
(ii) Total number and amount of shares delivered to Directors
As of March 31, 2022, Sumitomo Mitsui Trust Bank, Limited (Trust account) holds 123,796 shares.
(iii) Persons who qualify for beneficiary rights and other rights under the stock grant plan
Directors who have resigned and who satisfy the requirements for beneficiaries stipulated in the Stock
Grant Rules.

- 13 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

See Proposal 3 of the Reference Documents for the General Meeting of Shareholders of the Notice of the
62nd Annual General Meeting of Shareholders for the details. The Notice can be found on the Company’s
website.
https://ir.itfor.co.jp/english/stock/meeting.html
Recipients of Stock Options

Internal Directors / Employee

Supplementary Explanation [Updated][Stock options]
Based on the stipulations in Articles 236, 238, and 239 of the Companies Act, the Company has issued stockacquisition rights as stock options to the Company’s Directors, Executive Officers, and employees throughresolutions of the Board of Directors meeting held on May 11, 2017 and the 58th Annual General Meeting of
Shareholders held on June 21, 2017.
The recipients of stock options shall be the Company’s Directors (excluding Directors serving as Audit &Supervisory Board Members), Executive Officers, and employees.
The status of stock acquisition rights as of March 31, 2022 is indicated in the “Securities Report for the 63rd
Fiscal Year (April 1, 2021 to March 31, 2022).”
The securities report can be found on the Company’s website.
https://ir.itfor.co.jp/library/report.html (Japanese only)[Director Remuneration]
Disclosure of Individual Directors’
Remuneration

No Individual Disclosure

Supplementary Explanation [Updated]
The aim of the remuneration of officers of the Company is to secure, retain, and motivate outstanding talent
in management in order to achieve sustainable growth and the medium- to long-term increase of corporate
value of the Company and the Company Group. To that end, the Company's basic policy is to determine
remuneration through a transparent and objective process that maintains an appropriate link between
remuneration and performance and in which remuneration functions as a sound incentive.
[Remuneration system]
The remuneration of the officers of the Company is composed of basic remuneration and performance-linked
remuneration, which are deliberated and determined by the Board of Directors based on comparisons withpeers or with other companies of comparable size, as well as the Company’s financial situation and theindividual’s degree of contribution.
Furthermore, in order to increase the independence and objectivity of the functions of the Board of Directors,
the Company has established a Nomination and Compensation Committee as a voluntary advisory body to
the Board of Directors.
Variable remuneration such as performance-linked remuneration is not suitable for Outside Directors andDirectors and Audit & Supervisory Board Members, so only “basic remuneration” is paid to them.

- 14 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

(i) Basic remuneration
A fixed amount of basic remuneration is paid to Directors based on their individual positions andresponsibilities. The amount of remuneration for Directors serving as Audit & Supervisory Board
Members is decided through discussion of each Audit & Supervisory Board Member.
(ii) Performance-linked remuneration
Performance-linked remuneration comprises monthly remuneration, which is incentive remuneration thatvaries depending on short-term performance, tax-qualified stock options (non-monetary remuneration,etc.), which are medium- to long-term incentive remuneration, and performance-linked stock
remuneration (non-monetary remuneration).
Monthly remuneration is paid at an amount calculated according to the degree of achievement of thetargets for net income attributable to owners of the parent for each fiscal year.
Policy on Determining Remuneration Amounts
and Calculation Methods [Updated]

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
In deciding the amount of remuneration for each Director (excluding Directors serving as Audit & Supervisory
Board Members), the Board of Directors requests deliberation by the Nomination and Compensation
Committee and decides the amount, taking the results of deliberation by the Nomination and Compensation
Committee into due consideration.
Directors are paid the amount of basic remuneration determined by the Board of Directors based on the
Director’s position and responsibilities.
The Board of Directors shall consult with the Nomination and Compensation Committee on deciding thespecific details of monthly performance-linked remuneration.
The content of such authority is as follows: With regard to performance-linked remuneration for each
Executive Director, the Nomination and Compensation Committee confirms the reasonableness andappropriateness of the evaluations of the results and the degree of contribution for each Director’s individual
performance indicators submitted by the Representative Director, and then enters these performanceindicators into the calculation framework decided on by the Board of Directors to determine the amount of
remuneration for each individual.
With regard to stock remuneration, points are granted to each Director based on the Stock Grant Rules decided
on by the Board of Directors. When the designated conditions are met, Company shares are granted to the
Director using the designated method for delivering Company shares to Directors.
The Nomination and Compensation Committee is composed of three Outside Directors and two
Representative Directors and is chaired by an Outside Director.
The activities of the Nomination and Compensation Committee consist of deliberation regarding candidates
for Directors, evaluation of each Director and deliberation regarding the amount of remuneration to be paid
to each individual, the revision of regulations such as Director Regulations, and the reporting of these results
to the Board of Directors.
[Total amount of remuneration, etc. for each category of officer, total amount by type of remuneration, etc.,
and number of recipients](Note) The total amount of remuneration, etc. by individual is omitted, as no officer received ¥100 million or
more.
- 15 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

(i) Directors (excluding Directors serving as Audit & Supervisory Board Members and Outside Directors)- Number of recipients: 6- Total amount of remuneration, etc.: ¥189,409 thousand- Breakdown: Fixed remuneration: ¥83,070 thousand, Performance-linked remuneration: ¥71,910
thousand, Stock options: ¥2,921 thousand, Retirement benefits: ¥31,508 thousand(ii) Directors (excluding Directors serving as Audit & Supervisory Board Members)- Number of recipients: 1- Total amount of remuneration, etc.: ¥3,600 thousand- Breakdown: Fixed remuneration: ¥3,600 thousand(iii) Directors serving as Audit & Supervisory Board Members (excluding Outside Directors)- Number of recipients: 2- Total amount of remuneration, etc.: ¥13,680 thousand- Breakdown: Fixed remuneration: ¥13,680 thousand(iv) Outside officers- Number of recipients: 2- Total amount of remuneration, etc.: ¥9,480 thousand- Breakdown: Fixed remuneration: ¥9,480 thousand[Supporting System for Outside Directors]
Outside Directors do not have dedicated staff at their disposal, but are assisted by the General Affairs
Department.
In addition, employees who have been assigned to assist Outside Directors in performing their duties as Audit& Supervisory Board Members shall be under the command and control of the Audit & Supervisory Board
when assisting in such duties, as stated in the description of “Matters Related to the Internal Control System.”
The Company has implemented the use of paperless documents for the Board of Directors and the Business
Executive Committee, and documents are distributed in advance using the Company’s internal network
system. In addition, for agendas requiring explanations in advance, explanations of the agenda are offeredprior to the holding of the meetings of the Board of Directors or the Business Executive Committee.

- 16 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System) [Updated]- The Company has selected the system of a company with an Audit & Supervisory Board as its
organizational design under the Companies Act.
- The Articles of Incorporation stipulate that the number of Directors (excluding Directors serving as Audit& Supervisory Board Members) shall be not more than 20. Currently, there are five Directors, of whom
one is an Outside Director.
In addition, the Articles of Incorporation stipulate that the number of Directors serving as Audit &Supervisory Board Members shall be not more than five. Currently, there are three Directors serving as
Audit & Supervisory Board Members, of whom two are Outside Directors.
- The Company has adopted the executive officer system to separate management’s decision-making andsupervision functions from its business execution function, and respond promptly to changes in thebusiness environment.
Its Business Executive Committee, comprised of Directors and Executive Officers, decides mattersrelated to business execution policies and ensures agile execution of business.
- To increase the transparency and objectivity of procedures in relation to nomination and remuneration,etc., of Directors, the Company has established the Nomination and Compensation Committee as an
optional advisory body to the Board of Directors, with a majority of its members consisting ofIndependent Outside Directors.
[Board of Directors]
The Board of Directors recognizes its fiduciary responsibilities to the shareholders and is responsible for thesustainable growth and increase of corporate value over the medium to long term of the Company Group. In
order to fulfil these responsibilities, the Board of Directors establishes the aims of the Company and makes
the best decisions for the Company with respect to management strategies, management plans and executionof other important business of the Company, based on its assessment of the risks faced by the Company.
The Board of Directors develops an environment that supports appropriate risk taking and provides highly
effective supervision of the execution of business by the Directors from an independent and objective
standpoint.
[Audit & Supervisory Board]
The Audit & Supervisory Board is a statutory organ that performs supervisory functions together with theBoard of Directors and audits the execution of duties by the Directors. The Audit & Supervisory Board
monitors and verifies the status of establishment and operation of the Company Group’s internal control
system in accordance with the audit policy and audit plans developed at the beginning of the fiscal year. It
also plays a positive and active role in the deliberations of the Company’s Board of Directors by utilizing
information based on its auditing activities.
In addition, to enable the Outside Directors to strengthen their ability to gather information, the Audit &Supervisory Board ensures its cooperation with the Outside Directors and also cooperates fully with the
Accounting Auditor and the internal audit division.
Furthermore, recognizing the responsibilities of the Accounting Auditor to shareholders and investors, theAudit & Supervisory Board establishes criteria for the appropriate selection and evaluation of the Accounting
Auditor and takes appropriate measures for ensuring proper audits, such as confirming whether the
Accounting Auditor has expertise and independence.
[Business Executive Committee]
The Business Executive Committee of the Company flexibly makes decisions on basic matters and importantmatters related to business execution to further strengthen the functions of the Board of Directors and improve
management efficiency.
The Committee meets twice a month in principle, and comprises Directors and Executive Officers.
- 17 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

[Sustainability Promotion Committee]
To advance and expand initiatives toward sustainability, the President and Representative Director serves as
the Chairperson and the General Managers of each department serve as the deputy chairpersons of the
Sustainability Promotion Committee. The activities of the Committee shall be reported to the Board of
Directors at each meeting, and instructions shall be given as necessary. Decisions made by the Committee
will be directed to each of our departments and group companies, which work together as a group to achievesustainability.
- Procedures for Election of Directors
The Nomination and Compensation Committee deliberates on the selection of candidates for Director, andelection of Directors is determined by the Board of Directors based on the results of such deliberations.
The Company shall obtain the consent of the Audit & Supervisory Board to the election of candidates for
Director serving as Audit & Supervisory Board Member. Furthermore, the reasons for the election ofcandidates for Director are disclosed in the Notice of the General Meeting of Shareholders.
- Criteria and Procedures for Dismissal of Directors (including Representative Directors)
The Company has specified the criteria set forth below for dismissal of Directors (including Representative
Directors). In cases where facts falling under the criteria for dismissal are found, a meeting of the Nomination
and Compensation Committee will be held immediately. Based on the results of the deliberation by theCommittee, the Board of Directors will decide on convocation of a General Meeting of Shareholders to
dismiss the relevant Director.
The reasons for the dismissal will be disclosed in the Notice of the General Meeting of Shareholders.
(1) When there has been conduct inappropriate for a Director, such as conduct that is offensive to public orderand morality;(2) When there has been a violation of laws and regulations, the Articles of Incorporation or other internal
regulations of the Company Group; or(3) When it has become difficult for a Director to continue to fulfill his or her duties due to health reasons.

3. Reasons for Adoption of Current Corporate Governance System
The Company has adopted the current system with the aim of ensuring the transparency of the decisionmaking process and strengthening the supervision function of the Board of Directors by having the Directors
serving as Audit & Supervisory Board Members, the majority of whom are Outside Directors, participate inmanagement. At the same time, the Company has judged that delegating all or part of decisions regarding theexecution of important business to Directors, in accordance with laws, regulations, and the Articles ofIncorporation, will enable the Company to make prompt management decisions.

- 18 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights[Updated]

Early Notification of General
Shareholder Meeting
Scheduling Annual General
Meeting of Shareholders
Avoiding the Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform and Other
Initiatives to Enhance theEnvironment for Exercising
Voting Rights for Institutional
Investors
Providing Convocation Notice(Summary) in English

Other

Supplementary Explanations
The Notice of the 63rd Annual General Meeting of Shareholders (held on
June 17, 2022) was sent out on June 1, 2022, before the statutory date.
In addition, the Notice was posted on TDnet and the Company’s website on
May 26, 2022.
https://ir.itfor.co.jp/english/stock/meeting.html
Each year, the Company makes every effort to have as many shareholders as
possible attend the meeting by scheduling the meetings on off-peak days.
Shareholders may exercise their voting rights via the Internet.

The Company participates in the electronic voting platform operated by ICJ,Inc.
Starting from the 63rd Annual General Meeting of Shareholders (held on June17, 2022), an English language version of the Notice has been created.
It was voluntarily disclosed on TDnet on June 1 and posted on the Company’s
website.
https://ir.itfor.co.jp/english/stock/meeting.html
Starting from the Annual General Meeting of Shareholders held in June 2021,
the Company used cloud-based services for the virtual general meeting ofshareholders and allowed online participation of the General Meeting of
Shareholders (viewing of the live streaming), and received questions inadvance through the advance question form.
In addition, the Company posts the resolutions passed in the General Meetingof Shareholders on the Company’s website.
https://ir.itfor.co.jp/english/stock/meeting.html- 19 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

2. IR Activities [Updated]
Supplementary Explanations

Preparation and Publication ofDisclosure Policy

Explanations by
the Representative

The Company upholds the “appropriate disclosure of
information” as part of its Corporate Code of
Conduct. The Company maintains and ensures thecontinuity of transparent management andappropriately discloses corporate information, notonly as a means of complying with laws andregulations, but also as a way to gain the trust of its
customers, shareholders, and investors.
With respect to information disclosure, the Company
provides timely and appropriate disclosures, inaccordance with the Financial Instruments andExchange Act and the Rules on Timely Disclosure of
Corporate Information by Issuers of Listed Securities(the Timely Disclosure Rules) stipulated by the Tokyo
Stock Exchange.
The Company also aims to actively provide
disclosures of additional information that does not
fall under the Timely Disclosure Rules in order tomeet investors’ needs.
Information disclosures are promptly offered to thepress as well as posted on the Company’s website.
For details, see the Company’s website.
https://ir.itfor.co.jp/management/policy.html(Japanese only)

The Company participated in the Premium Bridge
Salon* held on March 26, 2022 for the first time.
The Company plans to continue to take part in andhold regular IR seminars for individual investors.
Regular Investor Briefings for
Individual Investors*Premium Bridge Salon is an IR seminar forindividual investors held by Investment Bridge Co,
Ltd.

ProvidedVideos of briefings and seminars can be viewed on
the Company website.
https://ir.itfor.co.jp/individual/movie.html (Japanese
only)

Regular Investor Briefings forAnalysts and Institutional
Investors

Posting of IR Materials on
WebsiteThe Company holds briefings on the financial resultsfor institutional investors and analysts twice eachyear.
These briefings are conducted by the President, andvideos of the briefings as well as the presentationmaterials used are posted on the Company’s website.
https://ir.itfor.co.jp/english/library/documents.html
Various IR materials are posted on the Company’s
website.
https://ir.itfor.co.jp/english/

Provided- 20 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

Management Policies, such as Corporate
Governance, the Corporate Code of Conduct, thestatus of CSR, and IR Policy- Financial information such as status ofprofit/loss, the status of assets, dividends history,
and major indicators history- Shareholder reports, financial results, annual
securities reports, information on general
meetings of shareholders, briefing materials forfinancial results, disclosure information
including materials related to financial results
and stock information, share price information,
shareholder return information, IR calendar,
electronic notices, and information including
various IR links, etc.
The Corporate Planning Department oversees IR
functions.
The Director and General Manager of the
Administration Department is the officer in charge ofIR, and the General Manager of the Corporate
Planning Department is the Chief IR Liaison Officer.
-

Establishment of Department
and/or Manager in Charge ofIR

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders

The Corporate Code of Conduct stipulates the appropriate disclosure of
information.

Implementation ofEnvironmental Activities, CSR
Activities etc.

Based on its recognition of the importance of issues surrounding
sustainability, the Company is actively and positively pushing forward
initiatives for the realization of a sustainable society.
In December 2021, the Company formulated a Sustainability Policy and has
posted the details of its activities on the Company’s website.
https://www.itfor.co.jp/en/sustainability/- 21 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development [Updated]
The system to ensure the appropriateness of business (internal control system) resolved by the Board of
Directors of the Company is as follows:
1. System to ensure that the execution of duties by the Directors and employees of the Company and its
subsidiaries is in conformity with laws and regulations and the Articles of Incorporation(1) The Company shall establish the “Compliance and Risk Management Committee” as an organization to
oversee the Company Group’s compliance, as a whole.
(2) To thoroughly enforce compliance with laws and regulations and the Articles of Incorporation among the
Directors and employees of the Company and its subsidiaries, the Compliance and Risk Management
Committee shall conduct periodic in-house education on compliance, and also manage and supervise theimplementation status of compliance, and establish a system to report such activities to the Board of Directors
and the Audit & Supervisory Board, as necessary.
(3) To promote compliance, instructions shall be given through training and other methods, based on thecompliance regulations, to ensure that the Directors and employees of the Company and its subsidiaries takeindividual ownership of the problem of compliance, and engage in business operations accordingly.
2. System for the storage and management of information related to the Directors’ execution of duties, andsystem for reporting matters related to the execution of duties by the Directors of subsidiaries to the Company
Information related to the Directors’ execution of duties shall be appropriately stored and managed in a readily
accessible form, in accordance with the provisions of the document management regulations. In addition, atthe subsidiaries, matters to be approved by and reported to the Company’s Board of Directors or the Business
Executive Committee shall be set forth in the affiliate management regulations and the authority regulations.
3. Regulations and other systems concerning management of the risk of loss for the Company and its
subsidiaries(1) The Company shall establish the “Compliance and Risk Management Committee” as an organization to
oversee risk management in general, as well as an “Emergency Response Headquarters” headed by the
President, to oversee risk management in times of emergency for the Company and its subsidiaries.
(2) In normal times, the Company shall make efforts to mitigate risks associated with information security,
the environment, occupational health, product safety, quality, etc. through risk analysis based on the risk
management regulations.
(3) The Company shall establish the “Security Committee,” “Environment Committee,” and “Quality and
Safety Committee” under the “Compliance and Risk Management Committee,” to analyze operational risks
from their respective specialized standpoints and report to the “Compliance and Risk Management
Committee.” The Company shall also conduct in-house training and other methods to firmly establish risk
management.
4. System for ensuring that the Directors of the Company and its subsidiaries perform their duties efficiently(1) In accordance with the provisions of laws and regulations and the Articles of Incorporation, the Company
shall convene a meeting of the Board of Directors once per month, in principle, or whenever necessary,
regarding important matters related to the management of the Company and its subsidiaries, in order to resolve
such matters upon conducting the necessary and appropriate discussions and deliberations, and to supervise
the execution of the duties of the Directors.
(2) To further strengthen the functions of the Board of Directors and improve management efficiency, theCompany shall convene meetings of the Business Executive Committee each month, as appropriate, with theattendance of all Directors and Executive Officers, in order to flexibly make decisions on basic matters andimportant matters related to business execution.

- 22 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

(3) Directors (excluding Directors and Audit & Supervisory Board Members) shall establish organizational
structures with clearly defined responsibilities and authorities under their chain of command, in accordancewith the division of duties regulations and the authority regulations, and respond to important issues promptly
and flexibly.
5. System to ensure the appropriateness of business conducted by the corporate group comprising theCompany and its subsidiaries(1) The Company shall assign a person in charge of compliance to each subsidiary, while the “Complianceand Risk Management Committee” shall carry out management and supervision of compliance of theCompany Group, in general.
(2) The Company shall manage, instruct, and audit the subsidiaries, in accordance with the affiliate
management regulations, and conduct periodic reports and discussions in order to understand their businessstatus.
(3) The Company’s Directors (excluding Directors and Audit & Supervisory Board Members) shall serve
concurrently as Directors of the subsidiaries, in order to improve the business efficiency of the entire Groupand enhance the risk management system, by means such as securing opportunities to report on important
issues and responses to newly-recognized risks, as necessary, at the management meetings of each of its
subsidiaries.
6. Items concerning Directors and employees who assist in the duties of the Audit & Supervisory Board of
the Company, items concerning the independence of such Directors and employees from other Directors(excluding Directors and Audit & Supervisory Board Members), and items concerning ensuring theeffectiveness of instructions given to such Directors and employees by the Audit & Supervisory Board(1) When deemed necessary by the Audit & Supervisory Board, employees shall be assigned to assist in its
duties, and such assignments shall be made with reference to the opinions of the Audit & Supervisory Board.
(2) Personnel matters (transfers, evaluations, disciplinary actions, etc.) of employees assigned to assist in theduties of the Audit & Supervisory Board shall be deliberated in advance by the Audit & Supervisory Boardand the Human Resources Division.
(3) When assisting in the duties of the Audit & Supervisory Board, employees who have been assigned tosuch duties shall be under the command and control of the Audit & Supervisory Board.
7. System for reporting to the Audit & Supervisory Board and system to ensure that individuals who havereported to the Audit & Supervisory Board are not disadvantageously treated as a result of such reports
When requested by the Audit & Supervisory Board, Directors and employees of the Company and its
subsidiaries shall attend the meetings of the Audit & Supervisory Board and provide explanations regarding
relevant matters. Furthermore, Directors and employees of the Company and its subsidiaries shall report
without delay to the Audit & Supervisory Board Members, not only regarding matters provided for by laws
and regulations, but also when facts that could cause significant damage to the Company or its subsidiaries
are discovered or reported.
The Company and its subsidiaries shall establish rules to the effect that individuals who have made reports to
the Audit & Supervisory Board Members shall not be treated unfairly due to such reports, and ensure thatsuch rules are enforced.

- 23 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

8. Items concerning procedures for advance payment or reimbursement of costs incurred in relation to
execution of the duties of Audit & Supervisory Board Members (limited to those related to execution of theduties of the Audit & Supervisory Board) and other policies on the treatment of costs and debts arising fromexecution of such duties
Audit & Supervisory Board Members may request the Company for advance payment or reimbursement ofcosts incurred, and the payment of debt to creditors borne in relation to the execution of duties. The Directors(excluding Directors and Audit & Supervisory Board Members) shall settle said costs or debts without delay,
except in cases where any doubt arises regarding whether or not said costs or debts were necessary for the
execution of duties by Audit & Supervisory Board Members, and shall ensure that sufficient audits are nothindered.
9. Other systems to ensure that the Audit & Supervisory Board’s audits are executed effectively
The Audit & Supervisory Board may attend relevant meetings and freely access various materials in order toacquire the information necessary for audits. The Audit & Supervisory Board shall make efforts to exchange
information with the Accounting Auditor, the corporate attorneys, and the Corporate Auditors of eachsubsidiary, and collaborate to ensure the effectiveness of the audits of the Company and its subsidiaries.
10. System for ensuring the reliability of financial reporting
In order to ensure the reliability of the Company’s financial reporting, the Company shall establish a system
in which internal control with respect to financial reporting as stipulated in the Financial Instruments andExchange Act functions effectively, directed by the President and Representative Director.
11. Status of development of the risk management system
The Company has established the “Compliance and Risk Management Committee” as an organization to
oversee risk management in general. The Compliance and Risk Management Committee analyzes and works
to reduce risk. The “Emergency Response Headquarters,” headed by the President, oversees risk managementin times of emergency in order to respond quickly and appropriately in the event of disasters, etc.
The “Security Committee,” which has been established under the “Compliance and Risk Management
Committee,” oversees risk management regarding important information, customer information, etc., andoverall information leakage measures.
12. Liability limitation agreements with Directors (excluding Executive Directors, etc.)
The Company has stipulated in its Articles of Incorporation that it may enter into liability limitationagreements with Directors (excluding Executive Directors, etc.), in accordance with Article 427, Paragraph 1of the Companies Act, to limit their liability for damages to the amount stipulated by laws and regulations asprovided in Article 423, Paragraph 1 of the same Act, so that they may fully perform their expected roles.
Currently, the Company has entered into such liability limitation agreements with all of the Company’s nonexecutive directors.
13. Overview of directors and officers liability insurance contracts providing coverage to officers, etc.
The Company has entered into a directors and officers liability insurance contract as provided in Article 4303, Paragraph 1 of the Companies Act with an insurance company. In the event that a claim for damages isbrought by a shareholder, third party, or other party, the insurance contract covers liability such ascompensation for damages and litigation expenses that shall be borne by the insured. The insured under the
insurance contract is Directors of the Company, and the premiums are fully borne by the Company.

- 24 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

14. System to ensure the appropriateness of business of the Company’s subsidiaries
The Company has assigned a person in charge of compliance to each subsidiary, and has adopted a system inwhich the “Compliance and Risk Management Committee” oversees and promotes the compliance of theCompany Group in general. At least one of the Directors of every subsidiary is concurrently a Director of theCompany and ascertains the status of management mainly by attending Board of Directors meetings. Onceper month, these Director(s) report on the status of management, etc. for their subsidiaries at the Company’s
Business Executive Committee meetings.
The Company has created a system in which the Directors serving as Audit & Supervisory Board Members
work closely with the Accounting Auditor to effectively and appropriately supervise and audit each subsidiary.
15. Policy for constructive dialogue with shareholders
In order to build a foundation for constructive dialog with shareholders, the Company upholds the“appropriate disclosure of information” as part of its Corporate Code of Conduct. The Company maintains
and ensures the continuity of transparent management and appropriately discloses corporate information, notonly as a means of complying with laws and regulations, but also as a way to gain the trust of its customers,
shareholders, and investors.
16. Transactions between related parties
In order to protect the interests of shareholders, the Company has defined, in the Board of Directors
Regulations, transactions between Directors and the Company as matters to be discussed and resolved by the
Board of Directors, and the Board of Directors provides appropriate supervision.

2. Basic Views on Eliminating Anti-Social Forces
The Company has established the “Basic Policy on the Exclusion of Anti-social Forces” as follows, and has
set up a system to maintain a resolute stance against anti-social forces.
<Basic Policy on the Exclusion of Anti-social Forces>
1. The Company is fully aware of the importance of severing all ties with anti-social forces that threaten thesocial order and the sound business operations of corporations, from the perspectives of social responsibility,
compliance, and corporate defense, and rejects all ties with such forces and provides no benefit to them.
2. The Company shall steadfastly refuse all unjust demands by anti-social forces. Furthermore, the Company
shall address such unjust demands as an organization, and take a resolute stand.
3. The Company shall always strive to strengthen its collaboration with outside specialist organizations suchas the police, so that it will be able to receive appropriate advice and cooperation in the event that it receives
an unjust demand from anti-social forces.
<Development of a System for the Exclusion of Anti-social Forces>
The Company has established the following systems to sever any and all ties with anti-social forces.
- Appointment of a manager in charge of preventing unjust demands, and collaboration with corporate
attorneys, local police stations, and Public Interest Incorporated Association Special Anti-violence
Countermeasures Federation of the Metropolitan Police Department (Tokubouren)- Membership in Tokubouren and gathering of information through the Tokubouren newsletters andTokubouren news, and through participation in workshops sponsored by Tokubouren- 25 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures
Not adopted[Updated]
Supplementary Explanation [Updated]
Since the adoption of anti-takeover measures at the Company’s 47th Annual General Meeting of Shareholders
held on June 23, 2006, with the intent of protecting corporate value and the common interests of shareholders,the Company has made ongoing changes to the contents of the measures as necessary. However, in accordancewith the resolution of the Company’s Board of Directors meeting held on May 12, 2022, the anti-takeovermeasures were discontinued and abolished as of the conclusion of the Company’s 63rd Annual General
Meeting of Shareholders.
The Company will work to ensure and enhance the Company Group’s corporate value and the common
interests of shareholders, and will take appropriate measures within the bounds of the Financial Instruments
and Exchange Act, the Companies Act, and other related laws and regulations with respect to parties whichseek to purchase large amounts of the Company’s shares, demanding necessary and sufficient provision of
information for shareholders to make an appropriate decision on the advisability of the large-scale acquisitionand disclosing the opinions, etc. of the Board of Directors, with the aim of ensuring and enhancing theCompany’s corporate value and the common interests of shareholders.
(Article 7 of the Basic Policy on Corporate Governance)

2. Other Matters Concerning to Corporate Governance System[Overview of the Timely Disclosure System]
The Company is making efforts toward timely, appropriate, and fair disclosures of information concerning
the Company Group, under the “Disclosure Policy.”
With respect to the timely disclosure of important management information, the Company announces suchinformation through the Tokyo Stock Exchange and the Company’s website, etc., upon deliberation andapproval by the Board of Directors. In addition, with respect to information for which disclosure is notnecessarily required by laws, regulations, and the rules of the Tokyo Stock Exchange, the Company provides
proactive disclosures as necessary, upon carefully considering its impact on investors and other stakeholders.
The internal system for timely disclosures consists of the Corporate Planning Department, which is the
dedicated department for timely disclosures. When timely disclosures are necessary, the Corporate Planning
Department prepares the timely disclosure materials in accordance with internal rules, in close coordination
with the relevant departments including the Accounting Department, the Legal & Intellectual Property
Department, and the General Affairs Department. The materials are promptly disclosed in a timely manner
upon receiving the approval of the Board of Directors.
With respect to timely disclosure items concerning financial results, the General Manager of the
Administration Department bears the responsibility for preparing such materials. The materials are preparedby the departments in charge of accounting and other relevant departments based on the relevant information
gathered from each Group company, and are promptly disclosed upon receiving the approval of the Board of
Directors.

- 26 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.

- 27 Note: This report has been translated from Japanese original filed the Tokyo Stock Exchange. The Company provides this translation forreference and convenience purposes only and without any warranty as to its accuracy. In the event of any discrepancy between thistranslated report and the Japanese original, the original shall prevail.