[Reference]
Response of Listed Companies
regarding Revised Corporate
Governance Code(As of July 14, 2022)
Tokyo Stock Exchange, Inc.
August 3, 2022

*This English translation is for reference purpose only.

Introduction➢ Tokyo Stock Exchange (TSE) revised Japan‘s Corporate Governance Code (the“Revised Code”) in June 2021. This report provides information on the status ofefforts regarding each principle of the revised Code, including the principles for
the Prime market, based on Corporate Governance Reports ("CG Reports")
submitted by listed companies after their AGMs in June 2022 (by July 14, 2022).
➢ We hope that this report will be useful for listed companies and other interested
parties to get an overview of the status of listed companies' efforts on corporate
governance.

© 2022 Tokyo Stock Exchange, Inc.

1

Contents

1.

Target of Aggregation

2.

Status of Response to the Main Points(1) Board Independence(2) Promoting Diversity(3) Sustainability and ESG(4) Other Items

3.

Reference Materials© 2022 Tokyo Stock Exchange, Inc.

2

1. Target of Aggregation© 2019 Tokyo Stock Exchange, Inc.

1. Target of Aggregation
 This report is based on the CG Reports that companies listed on the Prime
Market and Standard Market (3,293 companies) submitted by July 14, 2022.
[No. of listed companies by market segment] *The red box indicates the companies covered in this report.
No. of listed companies
Market segment

Jul.
2022

[Ref.] Dec.
2021 (**)

Prime Market

1,837

1,838

Standard Market

1,456

1,475

Growth Market

477

456

3,770

3,769

Total

Scope of Comply or Explain

All 83 principles- General Principles: 5 principles- Principles: 31 principles- Supplementary Principles: 47 principles

General Principles: 5 principles(**) Figures for Dec. 2021 are for before the transition to the new market segments and therefore show the numbers of companies
which selected each new segment.

© 2022 Tokyo Stock Exchange, Inc.

4

(Reference) Summary of newly established and revised principles (1)i. Ensuring Board Independence
4.8

Companies listed on the Prime Market should therefore appoint at least one-third of their directors (the majority of
directors if deemed necessary) as independent directors that sufficiently have such qualities. ★

Revised4.10.1Companies listed on the Prime Market should basically have the majority of the members of an independent
nomination committee and remuneration committee under the board be independent directors, and should disclosethe mandates and roles of the committees, as well as the policy regarding the independence of the composition.★

Revised

4.11

The board should be well balanced in knowledge, experience and skills in order to fulfill its roles and responsibilities,
and it should be constituted in a manner to achieve both diversity, including gender, international experience, work
experience and age, and appropriate size.

Revised4.11.1The board should identify the skills, etc. that it should have in light of its managing strategies, and disclose the
combination of skills, etc. that each director possesses. When doing so, independent director(s) with management
experience in other companies should be included.

Revisedii. Promoting Diversity in Core Human Resources
New

2.4.1

Companies should present their policies and voluntary and measurable goals for ensuring diversity in the promotion
to core human resources, such as the promotion of women, foreign nationals and midcareer hires to middle
managerial positions, as well as disclosing their status.

iii. Attention to Sustainability and ESG
Revised

2.3.1

New

3.1.3

New

4.2.2

The board should recognize that dealing with sustainability issues are important management issues that can leadto earning opportunities as well as risk mitigation, and should further consider addressing these matters positively
and proactively in terms of increasing corporate value over the mid-to long-term.
Companies should appropriately disclose their initiatives on sustainability when disclosing their management
strategies.
Companies listed on the Prime Market should enhance the quality and quantity of disclosure based on the TCFD
recommendations or an equivalent framework. ★
The board should develop a basic policy for the company's sustainability initiatives.
* ★ For Prime Market listed companies only

© 2022 Tokyo Stock Exchange, Inc.

5

(Reference) Summary of newly established and revised principles (2)iv.

Other Individual Items

Revised

1.2.4

Companies listed on the Prime Market should make the Electronic Voting Platform available, at least to institutional
investors. ★

Revised

3.1.2

Companies listed on the Prime Market should disclose and provide necessary information in their disclosure
documents in English.★

Revised

4.3.4

The board should appropriately establish effective internal control and proactive enterprise risk management
systems on an enterprise basis and oversee the operational status.

4.4

Kansayaku and the kansayaku board should make decisions from an independent and objective standpoint when
executing their roles and responsibilities including appointment and dismissal of kansayaku and external auditors,
etc.

New

4.8.3

Companies that have a controlling shareholder should either appoint at least one-third of their directors (themajority of directors if listed on the Prime Market★) as independent directors or establish a special committee todeliberate and review material transactions or actions that conflict with the interests of the controlling shareholder
and minority shareholders.

Revised4.13.3Companies should ensure coordination between the internal audit department, directors and kansayaku by
establishing a system in which the internal audit department appropriately reports directly to the board and thekansayaku board in order for them to fulfill their functions.

Revised5.1.1

Taking the requests and interests of shareholders into consideration, to the extent reasonable, the senior
management, directors, including outside directors, and kansayaku, should have a basic position to engage indialogue (management meetings) with shareholders.

New

5.2.1

In formulating and announcing business strategies, etc., companies should clearly present the basic policy
regarding the business portfolio decided by the board and the status of the review of such portfolio.

Revised

* ★ For Prime Market listed companies only

© 2022 Tokyo Stock Exchange, Inc.

6

2. Status of Response to the Main Points© 2019 Tokyo Stock Exchange, Inc.

2. (1) a Appointment of Independent Directors [P 4.8]
Over 90% Prime Market listed companies have 1/3 or more independent directors.
17% of JPX Nikkei 400 have a majority of independent directors.

Revisedprinciples

Content

P 4.8

Companies listed on the Prime Market should therefore appoint at least one-third of their directors (themajority of directors if deemed necessary) as independent directors that sufficiently have such qualities. ★

Ratio of Prime Market Companies with 1/3 or more
Independent Directors

92.1%

100%

80%

95.0%

20%

17.0%

72.8%

12.1%

58.7%

60%

10%

43.6%
40%

Ratio of Prime Market Companies with Majority
Independent Directors

7.7%

33.6%

6.0%
3.2%

20%

4.3%

0%

0%
2018

2019

2020

1st Section© 2022 Tokyo Stock Exchange, Inc.

2021

2022

2022

Prime

JPX-Nikkei

Market

400

2018

2019

2020

1st Section

2021

2022

2022

Prime

JPX-Nikkei

Market400

8

(Reference) Appointment of Independent Directors

No. ofCompanies

Companies with two or
more Independent
Directors
Number
Ratio

Companies with 1/3 ormore Independent
Directors
Number
Ratio

Companies with Majority
Independent Directors
NumberRatio

Prime Market

1,837

1,822

99.2%

1,692

92.1%

223

12.1%

Standard Market

1,456

1,112

76.4%

670

46.0%

67

4.6%

Growth Market

477

284

59.5%

246

51.6%

55

11.5%

Total

3,770

3,218
（+174）

85.4%（+3.9pt）

2,608（+436）

69.2%（+11.0pt）

345（+110）

9.2%（+2.9pt）

JPX-Nikkei 400

399

397
（+2）

99.5%
（+0.5pt）

379
（+32）

95.0%
（+8.0pt）

68
（+20）

17.0%
（+5.0pt）* Change from 2021 indicated in parentheses.

© 2022 Tokyo Stock Exchange, Inc.

9

(Reference) Number of Independent Directors per Company

No. ofCompanies

Prime Market

1,837Standard Market

1,456

Growth Market

477

Total

3,770

JPX-Nikkei 400

399

Directors
Average

9.1

7.5

6.1

8.1

10.1

No. of Independent Directors
Average

1

2

3

4

5 or more

13

269

695

476

382

0.7%

14.6%

37.8%

25.9%

20.8%

304

654

317

108

33

20.9%

44.9%

21.8%

7.4%

2.3%

181

141

84

43

16

37.9%

29.6%

17.6%

9.0%

3.4%

498

1,064

1,096

627

431

13.2%

28.2%

29.1%

16.6%

11.4%

2

22

110

122

143

0.5%

5.5%

27.6%

30.6%

35.8%

3.6

2.2

2.0

2.9

4.3

* Percentages in lower rows are the ratios to the number of companies in each section.

© 2022 Tokyo Stock Exchange, Inc.

10

2. (1) b Nomination/Remuneration Committees [SP 4.10.1]
 Among Prime Market listed companies, 3.9% have statutory nomination/remunerationcommittees and about 80% have voluntary nomination/remuneration committees.
Revised principles

Content

SP 4.10.1

Companies listed on the Prime Market should basically have the majority of the members of an independent
nomination committee and remuneration committee under the board be independent directors, and should
disclose the mandates and roles of the committees, as well as the policy regarding the independence of thecomposition.★

Companies with nomination committee

Companies with remuneration committee：Voluntary (Kansayaku Board or Supervisory Committee)
100%

92.0%

：Statutory (Three Committees)

100%

85.5%

83.6%

80%

80%

70.3%

66.3%

61.0%

58.0%

60%

60%

49.7%

52.4%
83.5%

82.7%
40%

79.7%

34.3%
46.7%

20%

55.1%

40%

37.7%

81.6%

63.1%
49.4%
20%

31.4%
2.9%

58.1%

67.2%

34.9%

9.3%
2.9%

2.9%

3.1%

92.8%

9.3%

3.9%

0%

2.9%

2.9%

2.9%

3.1%

3.9%

2018

2019

2020

2021

2022

2022

Prime

JPX-Nikkei

Market

400

0%
2018

2019

2020

1st Section© 2022 Tokyo Stock Exchange, Inc.

2021

2022

2022

Prime

JPX-Nikkei

Market400

1st Section11

(Reference) Status of Nomination/ Remuneration Committee Establishment

Companies withThree Committees

No. ofCompanies Statutory Nomination Committee/ Remuneration Committee

Companies with Supervisory Committee or Companies
with Kansayaku Board
Voluntary Nomination
Committee

Voluntary Remuneration
Committee

Number

Ratio

Number

Ratio

NumberRatio

Prime Market

1,837

72

3.9%

1,464

79.7%

1,499

81.6%

Standard Market

1,456

11

0.8%

494

33.9%

547

37.6%

Growth Market

477

5

1.0%

78

16.4%

129

27.0%

Total

3,770

88
（+7）

2.3%
(+0.1pt)

2,036(+401)

54.0%(+10.2pt)

2,175(+370)

57.7%（+9.4pt）

JPX-Nikkei 400

399

37
(+3)

9.3%
(+0.8pt)

330
（+13）

82.7%
（+3.3pt）

333
（+10）

83.5%
（+2.5pt）* Change from 2021 indicated in parentheses.

© 2022 Tokyo Stock Exchange, Inc.

12

2. (1) c Nomination/Remuneration Committees Independence [SP 4.10.1]
Among Prime Listed companies with voluntary nomination/remuneration committees,➢ Over 90% companies have a majority of outside directors among committee members➢ Over 60% companies have outside directors as committee chairperson.

(*) The Code basically requires that a majority of the members of the voluntary committee in Prime Market be “Independent Directors" ,but due to data limitations, only “Outside Directors" are included below.
Attributes of Chairpersons of Nomination Committees

18.1%

72.2%

9.7%

Outside directors account for the majority 88.7%(+12.7pt from 2021)

Voluntary

3.6%

Statutory

27.0%

55.8%

29.3%

67.6%

10.6%

5.4%

Outside directors account for the majority 90.9%(+11.1pt from 2021)

Voluntary

3.9%

55.8%

31.2%

8.8%

Prime Market

Statutory

JPX-Nikkei 400

JPX-Nikkei 400

Prime Market

Ratio of Outside Directors in Nomination Committees

29.2%

62.5%

8.3%

Outside directors account for the majority 88.2%(+12.5pt from 2021)

Voluntary

3.8%

Statutory

37.8%

55.6%

28.8%

51.4%

10.8%

10.8%

Outside directors account for the majority 90.1%(+10.8pt from 2021)

Voluntary

3.9%© 2022 Tokyo Stock Exchange, Inc.

54.7%

31.5%

9.0%

Prime Market

Statutory

Voluntary

Statutory

Voluntary

87.5% (+0.5pt from 2021)

61.6% (+5.6pt from 2021)

12.5%

36.0%

89.2% (+1.0pt from 2021）

63.9% (+4.6pt from 2021）

10.8%

33.6%

Attributes of Chairpersons of Remuneration Committees

JPX-Nikkei 400

JPX-Nikkei 400

Prime Market

Ratio of Outside Directors in Remuneration Committees

Statutory

Statutory

Voluntary

Statutory

Voluntary

87.5% (+2.0pt from 2021)

62.2% (+5.5pt from 2021)

12.5%

35.1%

89.2% (+1.0pt from 2021）

65.2% (+5.1pt from 2021）

10.8%

31.5%

13

2. (1) d The Mandates and Roles of the Nomination Committees /Remuneration Committees [SP 4.10.1]


Most voluntary nominating/remuneration committees have a mandate to receive enquiries from and give
recommendations to the board.

(*) Some cases have been seen where the mandate to determine the amount of remuneration for individual directors is delegated to remuneration committee.



Roles of committees are discussed according to the situation of each company, and disclosure of theiractivities is progressing.

【Status of response to SP 4.10.1（TOPIX100）】
Mandate of voluntary nominating/remuneration committee
MandateDisclosure Examples

Recommendations
to the board•

Committee provides recommendations on the appointment, dismissal and other personnel matters and remuneration systems, etc., asa consultative body to the Board, and the Board makes resolutions on those matters based on such recommendations.

Opinions respected•.The Board of Directors shall, in principle, respect the opinions of the Nomination and Remuneration Committee.

Making some delegateddecisions•

The amount of individual remuneration for each director is determined by the Committee, which is entrusted by the Board of Directors.

(*) Excerpts from each company's disclosures, partially processed by TSE

Roles of voluntary nomination/remunerationcommittees (matters considered)Appointment policies/criteria
Nomination
Ｎ=71
companies

Election of Candidates for Directors

Appointment of CEO/senior management
Succession Planning
Formulation of remuneration policy
Remuneration
Ｎ=72
companies

Remuneration levels for each director

Remuneration levels for CEO/senior management© 2022 Tokyo Stock Exchange, Inc.

24 （34％）Disclosure of activities of voluntary
nomination/remuneration committees（N＝72 companies）

No. ofcompanies

Ratio

Committee members'
positions and names

52

72％

Frequency of committee
meetings

47

65％

Attendance of committee
members

26

36％

Agenda of each meeting

8

11％

Item
59 （83％）42 （59％）41 （57％）58 （81％）50 （69％）25 （35％）14

2. (1) e Enhancing Board Function / Necessary Skills [SP 4.11.1]


Approx. 90% of companies in the Prime Market have identified and disclosed the skills that the board should possess,and significant progress has been made in addressing this issue after the June AGM.
Many companies in the TOPIX100 have identified “Finance/Accounting“, “Corporate Management“, “Legal/Risk
Management“, “Global“ and “IT/Digital/DX“ as skills that board should possess.
Most companies disclose their combination skills by “Skills Matrix”.
(*) There are examples of identification and disclosure of skills of not only directors, but also corporate auditors and executive officers.

Revisedprinciples

Content

P 4.11

SP 4.11.1

Compliance rate
( compared to Dec. 2021)

Prime

Standard

The board should be well balanced in knowledge, experience and skills in order to fulfill its roles
and responsibilities, and it should be constituted in a manner to achieve both diversity, including
gender, international experience, work experience and age, and appropriate size.

86.8%(+5.4pt)

60.1%(+1.5pt)

The board should identify the skills, etc. that it should have in light of its managing strategies,
and disclose the combination of skills, etc. that each director possesses. When doing so,
independent director(s) with management experience in other companies should be included.

89.7%(+16.6pt)

63.7%(+11.4pt)【Status of response to Supplementary Principle 4.11.1 (TOPIX100)】
No. of skills identified

Breakdown of identified skills

Disclosure Method（N＝94 companies）
Finance/Accounting

89

Corporate Management

88

Legal/Risk Management

Others６27（N＝94 companies）

81

Global79

IT/Digital/DX

17

61

Sustainability/ESG

46

Human Resources

44

Marketing

39

R&D

21

Diversity

14

Government/Public

10© 2022 Tokyo Stock Exchange, Inc.

14

13

8

7

2

1
4

Skills Matrix

5

5

6

（No. of skills）

7

8

9

10

11

94

14

15

2. (2) Ensuring Diversity in Core Human Resources [SP 2.4.1]
 Measurable goals for promotion of female, non-Japanese and mid-career hires to
middle managerial positions are set in accordance with the company’s policies.
Newly
establishedprinciples

SP 2.4.1

Compliance rate
（Compared to Dec.
2021）
Prime
Standard

Content

Companies should present their policies and voluntary and measurable goals for ensuring
72.9%
diversity in the promotion to core human resources, such as the promotion of women, foreign
nationals and midcareer hires to middle managerial positions, as well as disclosing their status. (+2.9pt)【Status of response to SP 2.4.1（TOPIX100）】

No. of companies
setting measurable goals

Examples of policy
Fe
male

NonJapa
nese

MidCareer•

With many of our products and services are purchased by female customers, thecompany is more than ever aware of the necessity to adopt female perspectives andcreativity.

•

We are actively working to acquire digital human resources and other highly qualified
specialists from outside the Group, both domestically and overseas. This will lead tothe securing of diversity core human resources.

•

As the ratio of overseas sales has risen the company’s policy is to expand theappointment of non-Japanese and locally hired employees to key positions atoverseas sites that support expanding overseas business operations.

•

Respect for advanced expertise and diverse perspectives and values is important to
respond to various increasingly sophisticated challenges in a rapidly changing
business environment and to continue to improve corporate value and contribute tosociety.

•

In order to transform our business portfolio and subsequently strengthen ourbusiness, it is essential not only to make effective use of our internal humanresources, but also to recruit mid-career personnel who are necessary for thebusiness areas we need to strengthen.

41.6%(-1.8pt)

92

23

23

17

(*) Excerpts from each company's disclosures, partially processed by TSE© 2022 Tokyo Stock Exchange, Inc.

16

2. (3) a Sustainability and ESG
 The principle on enhancing the quality and quantity of disclosure based on the
TCFD recommendations is now applied to Prime-listed companies.
 On sustainability initiatives, there is progress in the development of basic policies, etc.
Newly
established andrevisedprinciples
SP 2.3.1

SP 3.1.3[New]

SP 4.2.2[New]© 2022 Tokyo Stock Exchange, Inc.

Content
The board should recognize that dealing with sustainability issues areimportant management issues that can lead to earning opportunities aswell as risk mitigation, and should further consider addressing thesematters positively and proactively in terms of increasing corporate value
over the mid-to long-term.
• Companies should appropriately disclose their initiatives onsustainability when disclosing their management strategies.
• Companies listed on the Prime Market should enhance the quality andquantity of disclosure based on the TCFD recommendations or anequivalent framework. ★
• The board should develop a basic policy for the company's sustainability
initiatives.
• The board should effectively supervise the allocation of management
resources and the implementation of business portfolio strategies toensure that they contribute to the sustainable growth of the company.

Compliance rate
( compared to Dec. 2021)

Prime

Standard

95.8%(+1.9pt)

94.0%(+0.7pt)

62.5%（-4.2pt）

59.4%(+0.8pt)

86.4%(+6.2pt)

67.2%(+3.5pt)17

2. (3) b Keyword of Sustainability Disclosures [SP 3.1.3 etc.]Disclosure of efforts to address sustainability issues deemed important to the company in order toenhance corporate value is progressing.
Many companies tend to consider human capital issues, such as “diversity”, “employees”, and “humancapital”, to be material.
Some companies are disclosing using frameworks other than TCFD.

【Keywords of Sustainability Disclosures (Prime Market)】
Keywords
related tosustainability ingeneralKeywords forsustainability
elements

Keywords
related toframework

Company’s
sustainability
initiatives

SDGs・ESG

Corporate ValueManagement
Strategies /Plans

Risk Mitigation

Earning
Opportunities366（19.9％）

786（42.8％）

1,703（92.7％）

1,678（91.3％）

1,415（77.0％）

374（20.4％）

GlobalEnvironmental
issuesClimate Change

Nature Capital

NaturalDisasters

Human Rights

Diversity263（14.3％）

904（49.2％）

7（0.4％）

81（4.4％）

291（15.8％）

1,672（91.0％）

Women

Foreign
Nationals

Employees

Suppliers

Human CapitalIntellectual
properties

1,385（75.4％）

979（53.3％）

1,529（83.2％）

990（53.9％）

1,020（55.5％）

943（51.3％）

TCFD

SASB

International<IR>
Framework

Guidance forCollaborative
Value Creation

ISO30414

IP/Intangible
Assets Governance
Guidelines906（49.3％）

3（0.2％）

6（0.3％）

5（0.3％）

1（0.1％）

1（0.1％）* The above data was obtained through a keyword search of "Disclosure Based on Principles of Japan's Corporate Governance Code" sections of CG Reports.
© 2022 Tokyo Stock Exchange, Inc.

18

(Reference) Listed Companies supporting TCFD
 Triggered by the revision of the Code, listed companies supporting TCFD have been
increasing especially on Prime Market.
 Approx. 70% of TCFD supporting institutions in Japan are Prime Market listed companies.
Breakdown of TCFD supportingorganizations

Number of TSE-listed companies supporting
TCFD(End of June 2022)

800

771

(N＝997)(June 2022)

Growth Market
0.7%
Increase of
approximately 500
（7）

600

companies since
the publication of
the draft revised
code

Draft Revised Codepublished 277

400(April 2022)

Standard Market
1.8%
（18）

200

Others
22.7%
（226）

Prime
Market
74.8%
（746）

0
2017

2018

2019

2020

2021

2022

Source : Prepared by TSE from TCFD website© 2022 Tokyo Stock Exchange, Inc.

19

2. (4) a Use of Electronic Voting [SP 1.2.4]


Use of the electronic voting platform for institutional investors increased significantly
among Prime-listed companies.
Revisedprinciples

Content

SP 1.2.4

Companies listed on the Prime Market should make the Electronic Voting Platform available, at least to
institutional investors. ★

【Electronic exercise of voting rights (year-on-year comparison)】
92.5% 96.5%

100%

80%

76.5%

(+32.2pt)(+12.8pt)(+10.7pt)

55.9%

60%

50.7%

(+16.4pt)

49.4%(+6.3pt)(+18.9pt)

40%

8.4%

20%

6.9%

(+6.3pt)(+5.3pt)

Standard
Marketスタンダード市場

GrowthMarketグロース市場

0%

All Markets
全社

Prime
Market
プライム市場

議決権電子行使プラットフォームの利用状況（機関投資家向け）
Proportion of companies offering use of electronic voting platform (to institutional investors)
インターネットによる議決権行使の導入状況（個人投資家向け）
Proportion of companies allowing exercise of voting rights via the Internet (to individual investors)
Source：TSE,”Scheduled Dates for Annual General Shareholders Meetings of TSE listed companies”(*) Year-on-year comparison for the Prime Market, Standard Market, and Growth Market is compared to the 1st Section, the sum of the 2nd section and JASDAQ
Standard, and the sum of Mothers and JASDAQ Growth in last year’s survey.
(**) The survey covered 2,301 TSE-listed companies with fiscal year ending March, and 1,771 respondents（1,004 Prime Market listed companies, 680
Standard Market listed companies, and 87 Growth Market listed companies）.
© 2022 Tokyo Stock Exchange, Inc.

20

2. (4) b Disclosure in English [SP 3.1.2]


Proportion of Prime Market listed companies implementing disclosure in English reached 90%.
Disclosure in English of earning reports and AGM notices has made significant progress.
Revisedprinciples

Content
Companies listed on the Prime Market should disclose and provide necessary information in theirdisclosure documents in English.★

SP 3.1.2

Proportion of Companies
implementing Disclosure in English

Proportion by Disclosure Materials(Prime Market)
Earning Reports

79.7%

85.8%

92.1%

77.1% (+9.3pt)

AGM notices

76.1% (+11.9pt)(including reference documents)

49.2%

52.8%

IR presentations

56.0%

Timely Disclosure Documents(other than Earning Reports)

61.1% (+3.5pt)
38.7% (+2.3pt)

Corporate Govenance Reports

24.5% (+2.3pt)

Business Reports and Financial Documents

22.7% (+2.1pt)(attached to AGM notices)

Prime Market
Dec. 2020(reference) All Markets
Dec. 2021

Annual Securities Reports

Jul. 2022

Source：Prepared from TSE “English Disclosure Implementation Status Survey (as of July 2022)”© 2022 Tokyo Stock Exchange, Inc.

13.3% (+0.8pt)
0%

50%

100%

(*) Figures in parentheses are compared to December 202121

2. (4) c Companies with Controlling Shareholders [SP 4.8.3]


Listed companies with controlling shareholders are making progress in appointing independent
directors who are independent of the controlling shareholder and establishing special
committees.
Companies with “explain” are considering increasing the ratio of independent directors or
establishing a special committee.

(*)Prime Market listed companies tend to consider establishing a special committee with independence rather than appointing majority of
independent directors.

Compliance rate *（Compared to Dec. 2021）
Prime
Standard（N＝164）（N＝284）Newly
establishedprinciples

Content

SP 4.8.3

Companies that have a controlling shareholder should either appoint at least one-third of theirdirectors (the majority of directors if listed on the Prime Market★) as independent directors or
establish a special committee to deliberate and review material transactions or actions thatconflict with the interests of the controlling shareholder and minority shareholders.

76.8%(+3.5pt)

71.5%(+7.7pt)* The compliance rate in Supplementary Principle 4.8.3 is calculated using listed companies with controlling shareholders as the denominator.

【SP 4.8.3 - Comply】
Ratio of Independent
Directors

Prime（Compared to Dec. 2021）
No. of companies

Standard（Compared to Dec. 2021）

Ratio

With Special
Committee

No. of companies

Ratio

With Special
Committee

More than 1/2
More than 1/3 or more –
1/2

21

(+8)

16.7% (+6.2pt)

1

(+1)

15

(+7)

7.4% (+3.2pt)

1

(+0)

97

(+1)

77.0% (−0.4pt)

64 (+34)

135

(+10)

66.5% (+1.4pt)

15

(+5)

Less than 1/3

8

(−7)

6.3% (−5.7pt)

4

(±0)

53

(−6)

26.1% (−4.6pt)

16

(+5)

126

(+2)

ー

69

(+35)

203

(+11)

ー

32

(+10)

Total

【SP 4.8.3 - Explain】

Prime
No. of companies

Category
Total- Increase independent directors (planning to )- Establish Special Committee© 2022 Tokyo Stock Exchange, Inc.

(planning to )

38
10
17

Standard
Ratio

No. of companies

Ratio

26.3%
44.7%

81
33
29

40.7%
35.8%
22

3. Reference Materials© 2019 Tokyo Stock Exchange, Inc.

Status of compliance with all principles (As of July 14, 2022)
Principle
1
1.1
1.1.1
1.1.2
1.1.3
1.2
1.2.1
1.2.2
1.2.3
1.2.4 [Revised]
1.2.5
1.3
1.4
1.4.1
1.4.2
1.5
1.5.1
1.6
1.7
2
2.1
2.2
2.2.1
2.3
2.3.1 [Revised]
2.4
2.4.1 [New]
2.5
2.5.1
2.6
3
3.1
3.1.1
3.1.2 [Revised]
3.1.3 [New]
3.2
3.2.1
3.2.2

Prime
100.00%99.95%
99.78%
99.95%
99.95%
100.00%99.95%
99.29%
99.56%
84.05%
97.66%
99.29%
95.05%
99.67%
99.95%
100.00%100.00%100.00%100.00%99.89%
100.00%99.95%
99.67%
99.35%
95.75%
99.67%
72.95%
99.95%
99.24%
98.20%
99.95%
97.55%
99.73%
90.80%
62.55%
100.00%99.62%
99.78%

Compliance rate*（Reference）
Compared toStandard
Dec. 2021±0.00pt
100.00%-0.05pt
99.93%-0.05pt
99.38%-0.00pt
99.86%-0.00pt
100.00%+0.11pt
99.52%+0.05pt
99.79%+0.33pt
92.51%-0.00pt
97.80%+14.08pt
15.73%+0.33pt
90.11%+0.11pt
94.44%+0.92pt
90.38%-0.00pt
99.93%-0.05pt
99.86%±0.00pt
99.79%±0.00pt
100.00%±0.00pt
99.93%±0.00pt
99.79%+0.05pt
100.00%±0.00pt
99.86%-0.05pt
99.38%+0.16pt
96.70%+0.22pt
97.39%+1.90pt
94.02%-0.16pt
98.97%+2.92pt
41.55%-0.00pt
99.38%+0.22pt
94.44%+0.27pt
96.15%+0.05pt
99.93%+0.60pt
89.22%-0.00pt
99.66%+5.44pt
35.37%-4.16pt
59.41%±0.00pt
100.00%+0.27pt
96.84%-0.00pt
99.93%（Reference）
Compared to
Dec. 2021+0.07pt-0.07pt+0.06pt+0.07pt±0.00pt+0.13pt+0.07pt+2.34pt+0.31pt+0.07pt-0.06pt-0.00pt+0.69pt-0.00pt-0.00pt-0.14pt±0.00pt-0.00pt+0.07pt±0.00pt-0.00pt-0.08pt+0.30pt-0.30pt+0.67pt-0.08pt-1.84pt+0.06pt+0.61pt-0.25pt-0.00pt+1.56pt+0.06pt+0.12pt+0.83pt±0.00pt+0.16pt+0.07pt* The Code adopts a "comply or explain" approach. If there is a principle that is not
appropriate to implement in light of each company’s unique circumstances, thecompany will provide explanation of the reasons for not implementing the principle.
** The compliance rate in Supplementary Principle 4.8.3 is calculated using listedcompanies with controlling shareholders as the denominator.

© 2022 Tokyo Stock Exchange, Inc.

Principle
4
4.1
4.1.1
4.1.2
4.1.3
4.2
4.2.1
4.2.2 [New]
4.3
4.3.1
4.3.2
4.3.3
4.3.4 [Revised]
4.4[Revised]
4.4.1
4.5
4.6
4.7
4.8
[Revised]
4.8.1
4.8.2
4.8.3 ** [New]
4.9
4.10
4.10.1 [Revised]
4.11 [Revised]
4.11.1 [Revised]
4.11.24.11.34.12
4.12.1
4.13
4.13.14.13.24.13.3 [Revised]
4.14
4.14.14.14.2
55.1
5.1.1 [Revised]
5.1.2
5.1.3
5.2
5.2.1 [New]Prime
100.00%100.00%99.84%
95.97%
80.08%
96.90%
89.38%
86.45%
99.73%
99.18%
94.12%
92.05%
99.67%
100.00%99.84%
100.00%99.95%
99.95%
93.90%
96.62%
95.32%
76.83%
98.64%
97.88%
82.58%
86.77%
89.66%
99.95%
91.78%
100.00%99.89%
99.95%
100.00%100.00%99.67%
99.56%
99.89%
99.18%
99.95%
99.78%
99.29%
99.84%
99.95%
90.53%
88.79%

Compliance rate*（Reference）
Compared toStandard
Dec. 2021±0.00pt
100.00%+0.05pt
99.73%+0.11pt
99.38%+4.95pt
79.88%+1.68pt
51.10%+0.43pt
82.90%+2.82pt
58.38%+6.20pt
67.24%-0.00pt
98.76%+0.22pt
94.64%+1.47pt
80.56%+1.08pt
75.34%+0.27pt
99.73%±0.00pt
99.93%+0.05pt
99.52%±0.00pt
100.00%-0.00pt
99.24%+0.05pt
98.08%+1.57pt
77.82%+0.32pt
83.93%+0.49pt
79.05%+3.46pt
71.48%+0.11pt
94.37%+0.49pt
89.77%+4.83pt
41.28%+5.38pt60.10%+16.59pt
63.74%+0.05pt
99.93%+1.85pt
58.04%±0.00pt
100.00%+0.05pt
98.90%+0.05pt
99.73%±0.00pt
100.00%±0.00pt
100.00%+0.38pt
99.04%+0.05pt
97.12%+0.05pt
97.80%+0.11pt
92.24%-0.05pt
99.86%+0.16pt
97.39%+0.11pt
98.90%+0.16pt
97.18%-0.00pt
99.59%+2.82pt
61.95%+5.00pt
64.01%（Reference）
Compared to
Dec. 2021±0.00pt-0.07pt-0.01pt+12.15pt+0.52pt-0.29pt+1.84pt+3.51pt-0.29pt+0.13pt+0.56pt+0.56pt+0.06pt-0.00pt-0.07pt±0.00pt+0.13pt+0.45pt+3.92pt+0.67pt+0.34pt+7.69pt+0.40pt+0.00pt+2.43pt+1.52pt+11.40pt+0.07pt+1.97pt+0.07pt+0.05pt-0.07pt+0.07pt±0.00pt+0.33pt-0.04pt+0.11pt-0.10pt-0.00pt-0.24pt-0.15pt+0.10pt+0.06pt+2.02pt+1.16pt24

Organizational Form based on Japanese Companies Act

No. ofcompanies

Companies withThree Committees
No. of
Ratio
companies

Companies with
Supervisory Committee
No. of
Ratio
companies

Companies with
Kansayaku Board
No. of
Ratio
companies

Prime Market

1,837

72

3.9%

703

38.3%

1,062

57.8%

Standard Market

1,456

11

0.8%

544

37.4%

901

61.9%

Growth Market

477

5

1.0%

145

30.4%

327

68.6%

Total

3,770

88
（+7）

2.3%
（+0.2pt）

1,392（+155）

36.9%（+3.8pt）

2,290（-127）

60.7%（-4.0pt）

JPX-Nikkei 400

399

37
（+3）

9.3%
（+0.8pt）

108
（+10）

27.1%
（+2.5pt）

254
（-13）

63.7%
（-3.3pt）* Change from 2021 indicated in parentheses.

© 2022 Tokyo Stock Exchange, Inc.

25