[Translation]

Corporate Governance Report
CORPORATE GOVERNANCE

INPEX CORPORATION

Last Updated:

August 8, 2024

INPEX CORPORATION

Takayuki Ueda
Representative Director, President & CEO
Contact: Corporate Communications Unit, Investor Relations Group +81-3-5572-0750
Securities code: 1605
https://www.inpex.co.jp/english/
The corporate governance of INPEX CORPORATION (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Attributes, and OtherKey Information

1. Basic ViewsUpdated

The Mission of the Company is to contribute to the creation of a brighter future for society through its efforts to develop, produce
and deliver energy in a sustainable way. Based on this Mission, in order to achieve sustainable growth and increase corporate value
over the medium to long term, the Company fulfills its social responsibilities in cooperation with its shareholders and otherstakeholders, and works to enhance its corporate governance for the purpose of conducting transparent, fair, timely, and decisivedecision-making.
The Company has established the “Corporate Governance Guidelines” (hereinafter the “Guidelines”) regarding the basic views andpolicies on corporate governance, which are disclosed on the Company’s website.
https://www.inpex.co.jp/english/company/pdf/e-guidelines.pdf

Reasons for Non-compliance With the Principles of the Corporate Governance Code
The Company complies with all the principles of Japan’s Corporate Governance Code.

Disclosure Based on Each Principle of the Corporate Governance Code Updated[Principle 1.4 Cross-Shareholdings]
See Article 7 (Policy Concerning Cross-Shareholdings) of the Guidelines of the Company.
The situation for FY2023 is as follows.
The Company reviewed the appropriateness of holding each individual cross-shareholding by comprehensively reviewing the
purpose of the cross-shareholding, dividend income, status of transactions with the company, medium- to long-term opportunities
for expanding transactions, business synergies, risks associated with the cross-shareholding, and other factors while considering theCompany’s cost of capital. In the course of this, the Company carefully examined the significance of cross-shareholdings andconfirmed that it would consider selling shares for which the necessity of holding is deemed to have declined.
[Principle 1.7 Related Party Transactions]
See Article 9 (Related Party Transactions and Submission of Pledges) of the Guidelines of the Company.
[Supplementary Principle 2.4.1 Ensuring Diversity in the Promotion of Core Human Resources, Etc.]
See “3. Status of Measures to Ensure Due Respect for Stakeholders” of this Report.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
The Company entrusts the management and administration of its trust-type defined-benefit corporate pension funds to investment
institutions that have accepted the Stewardship Code.
In order to ensure appropriate management of the Company’s pension funds, the Company has established the Pension Committeethat is composed of officers in charge of human resources and finance & accounting as well as representatives from labor unions.
The Pension Committee deliberates on the formulation and review of basic investment policy, investment management, and policy
asset composition, as well as matters related to pension financing, and discloses the details of its meetings to the beneficiaries.
In addition, a system has been established to ensure that a dedicated internal department properly manages any conflicts of interestin the management of assets on a regular basis. Efforts have also been made to encourage members of the Pension Committee toparticipate in various training courses to enhance their professional expertise.
[Principle 3.1 Enhancement of Information Disclosure]i)Company objectives (e.g., Mission), business strategies and business plans
See Article 2 (Mission and Basic Views) and Article 15 (Business Strategies and Business Plans) of the Guidelines of theCompany.

1[Translation]

ii)
iii)
iv)
v)

See the INPEX Group’s “Long-term Strategy and Medium-term Business Plan (INPEX Vision @2022)” (hereinafter “INPEX
Vision @2022”), which is disclosed on the Company’s website.
https://www.inpex.co.jp/english/company/midterm.html
Basic views and guidelines on corporate governanceSee “1. Basic Views” in “I. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes, and Other Key
Information” of this Report.
Policies and procedures for the Board of Directors in determining the compensation of senior management and Directors
See Article 27 (Compensation for Directors, etc.) of the Guidelines of the Company.
Policies and procedures for the Board of Directors in the appointment/dismissal of senior management and the nomination ofcandidates for Directors and Audit & Supervisory Board Members
See Article 25 (Directors, etc.) and Article 28 (Audit & Supervisory Board Members) of the Guidelines of the Company.
Explanations with respect to individual appointments/dismissals of senior management and nomination of candidates for
Directors and Audit & Supervisory Board Members by the Board of Directors based on iv) above
For the reasons for the nomination of Directors and Audit & Supervisory Board Members of the Company, see the reference
documents of the “Notice of the 18th Ordinary General Meeting of Shareholders” and the “Notice of the 17th Ordinary General
Meeting of Shareholders.”
For the reasons for the nomination of Outside Directors and Outside Audit & Supervisory Board Members, see “Directors”
and “Audit & Supervisory Board Members” under “1. Organizational Composition and Operation” in “II. Business
Management Organization and Other Corporate Governance Systems Regarding Decision-making, Execution of Business,and Supervision in Management” of this Report.
(https://www.inpex.co.jp/english/ir/shareholder/meeting.html)[Supplementary Principle 3.1.3 Sustainability-Related Initiatives, Etc.]<Sustainability-related initiatives>
See “Implementation of Environmental Preservation Activities and CSR Activities, Etc.” of this Report.
<Investment in human capital and intellectual property, etc.>
In order to realize the INPEX Group’s Mission, we believe that we need an organization and human resources that can further hone
our strengths in on-site capabilities, technological capabilities and internationality, and which can respond flexibly even in a rapidlychanging business environment. We aim to build an organizational culture that is not bound by preconceived notions, that encourages
free and vigorous exchange of opinions, that continually takes on new challenges, and that encourages innovation. We also seek
human resources who can create value in business fields based on an acceptance of diversity, willingness to grow, and the capability
to act autonomously. To achieve this, we are working on various key measures based on the Basic Policy on INPEX Human
Resources Strategy.
[Basic Policy of INPEX Human Resources Strategy]
To become the “Employer of Choice,” the most rewarding company to work for, by creating an organization, workplace and culturethat encourage employees to take on challenges and act autonomously
Foster a corporate culture that encourages innovation by endorsing ideas and changes that are not bound by precedent
Build a culture that encourages individual performance and collaboration to achieve goals with a “Safety Number One” mindset
To assign the right people to the right positions and conduct appropriate evaluations and compensation in order to enable diverse
human resources to play an active role
Develop and deploy leaders at a global level to adapt to business speed and create value by integrating human resources with diverse
backgrounds
Enhance motivation through highly transparent evaluations and competitive compensation based on such evaluations
To secure and develop human resources capable of continuously creating value in a changing businessenvironment and improve their engagement
Establish recruitment branding to build understanding and empathy for the Company’s businesses
Provide practical growth opportunities to increase on-site and technological capabilities<Investment in intellectual property>
The Company is working on the energy transition to a net-zero carbon society to mitigate global climate change while maintaining
a balance between economic rationality and energy supply and demand.
In order to contribute to the energy transition and fulfill our responsibilities as a major energy supplier, we have developed the“INPEX Technical Strategies,” which outline the technologies that will serve as the foundation of our business, the nature anddirection of technologies that will spearhead new business development, and the goals we plan to achieve going forward, based on
our long-term strategy, INPEX Vision @2022.
The details of the INPEX Technical Strategies are disclosed on the Company’s website.
https://www.inpex.co.jp/english/business/technology/strategy/[Supplementary Principle 4.1.1 Scope of Matters Delegated to Management]
See Article 14 (Roles and Responsibilities of the Board of Directors), Paragraph 3, of the Guidelines of the Company.
[Supplementary Principle 4.1.3 Succession Plan]
See Article 32 (Succession Plan) of the Guidelines of the Company.
2[Translation][Principle 4.9 Independence Standards and Qualifications for Independent Outside Directors]
See Article 29 (Independence Standards) and Exhibit 2 (Independence Standards for Outside Directors and Outside Audit &Supervisory Board Members) of the Guidelines of the Company.
[Supplementary Principle 4.10.1 Use of Optional Approaches]
See Article 13 (Organizational Structure), Paragraph 3; Article 25 (Directors, etc.), Paragraphs 2 and 3; Article 27 (Compensation
for Directors, etc.), Paragraph 1; and Article 32 (Succession Plan) of the Guidelines of the Company.
[Supplementary Principle 4.11.1 Views on the Balance of Knowledge, etc., Diversity, and Size of the Board of Directors as a Whole]
See Article 16 (Composition of the Board of Directors), Paragraphs 1 and 3, of the Guidelines of the Company.
The skills matrix of the Company’s Directors is disclosed in the reference documents of the “Notice of the 18th Ordinary General
Meeting of Shareholders.”
https://www.inpex.co.jp/english/ir/shareholder/meeting.html[Supplementary Principle 4.11.2 Status of Concurrent Posts Held by Directors and Audit & Supervisory Board Members as Officers
at Listed Companies]
Concurrent posts as officers at other listed companies held by the Company’s Directors and Audit & Supervisory Board Members
are disclosed in the reference documents of Notices of Ordinary General Meetings of Shareholders, Business Reports, Annual
Securities Reports, and other disclosure documents.
https://www.inpex.co.jp/english/ir/shareholder/meeting.html
https://www.inpex.co.jp/ir/library/securities.html[Supplementary Principle 4.11.3: Analysis and Evaluation of the Effectiveness of the Board of Directors as a Whole]With the aims of regularly verifying that the Board of Directors is functioning appropriately and identifying issues to resolve forcontinuing improvement, the Company undertakes an evaluation of the effectiveness of the Board of Directors each year, anddiscloses the summary of the evaluation results. Based on this policy, the ninth evaluation was conducted in FY2023. The
evaluation method and summary of the results are as follows.
[Evaluation method]
An interim review of the status of initiatives to address action plans identified in the previous effectiveness evaluation wasundertaken at the meeting with Outside Directors and Audit & Supervisory Board Members, and the implementation
method of effectiveness evaluation for FY2023 was also discussed, including the involvement of a third-party evaluation
organization.
As a result, it was decided to appoint a major outside law firm to review the content and composition of the questionnaire, the methodsof consolidation and analysis by the Board of Directors secretariat and the appropriateness of the proposed improvements.
Subsequently, FY2023’s implementation policy and evaluation items were deliberated at the meeting of the Board of Directors
meeting held in November 2023, including the content and composition of the questionnaire prepared by the Board of Directors
secretariat based on review by the third-party evaluation organization.
Based on the content of this deliberation, a completely anonymous questionnaire survey (on the Web) of all Directors and Audit &Supervisory Board Members was performed with the evaluation items as follows. After the secretariat conducted consolidation
and analysis of results of respondents to the survey, and received review and indications by a third-party evaluation organizationon the methods of the consolidation and analysis, and the appropriation of the proposed action plans, results of theconsolidation and analysis, and future challenges and initiatives were discussed at the meeting among Outside Directors andAudit & Supervisory Board Members, and Representative Directors in January 2024, and the evaluation results were confirmed
at the Board of Directors meeting in February.
[Evaluation items]
The survey items for FY2023 are as follows. Each question was rated to one of four levels, with many questions having a freeresponse field in order to capture specific opinions.
Chapter 1: Self-evaluation
Chapter 2: Composition of the Board of Directors
Chapter 3: Operation of the Board of Directors
Chapter 4: Support System for the Board of Directors
Chapter 5: Roles and Responsibilities of the Board of Directors
Chapter 6: The Nomination and Compensation Advisory Committee
Chapter 7: Actions on the Previously Prepared Action Plan
Chapter 8: Comments[FY2023 initiatives based on the results of the previous year’s effectiveness evaluation]
The following is the status of FY2023 initiatives that were prepared based on the results of the Board of Directors’ FY2022
effectiveness evaluation.

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1.

2.

3.

4.

Enhance discussions regarding strategies➢ Regularly reported on the progress of INPEX Vision @2022 to the Board of Directors➢ For matters that would have a particularly large impact on achieving the plan, set up individual
deliberation items and held multiple discussions
Further stimulate discussion at Board of Directors meetings➢ Provided a fuller introduction to the issues discussed at Executive Committee meetings and earlier in the
Company➢ In the process of reaching a resolution on new matters, clarified the background circumstances of the matters andheld multiple deliberations as needed➢ Held lectures by outside experts and exchanges of opinions with the Board of Directors on timely topics
such as the situation in the Middle East. Secured opportunities for exchange such as social gatherings forofficers and organized tours of major operation sites in Japan and overseas for Outside Directors and Outside
Audit & Supervisory Board Members.
➢ Continued to provide materials and briefings in advance and implemented new initiatives such as thepresentation of matters for intensive deliberation for ensuring that the meeting was conducted in a smoothand effective manner even within the limited time available
Deeper discussions regarding the desired state of the Board of Directors➢ More in-depth discussions were held by the Nomination and Compensation Advisory Committee on further
expanding the diversity of Board of Directors members and the appropriate size and composition of theBoard of Directors, and the content of these discussions were provided as feedback to the Board of Directors
Ongoing reinforcement of portfolio management➢ Discussed the concept of fund allocation and other topics based on the status of each business in the 5 net zero
fields.
➢ Organized information on NPV (net present value) and risks by core area and reported to the Board of
Directors on an ongoing basis.

[Summary of FY2023 evaluation results]
As a result of meetings between Outside Directors and Audit & Supervisory Board Members, as well as
deliberations at the Executive Committee and Board of Directors meetings, the following evaluation results were confirmed
regarding the effectiveness of the Board of Directors in FY2023.
・

・

・

・

Regarding the composition of the Board of Directors, the knowledge and experience of its members are sufficiently
diverse. Although generally there is no problem with the size of the Board of Directors and the ratio of Outside
Directors under the current circumstances, going forward, discussions regarding the desired state of the Board of
Directors, including ensuring further diversity, should be deepened.
Initiatives to stimulate discussion at Board of Directors meetings, such as holding pre-meeting briefings, sharing
discussions at Executive Committee meetings, etc., and explaining and annotating technical terms, are all effective andshould be continued.
The holding of lectures by outside experts, tours of operation sites in Japan and overseas, and other measuresadequately ensured that non-Executive Officers were provided with opportunities to improve their knowledge andunderstanding, and these efforts should be continued.
The Nomination and Compensation Advisory Committee has played a necessary role in deliberations in the fields ofboth nomination and compensation, etc. Going forward, the independence of the Nomination and Compensation
Advisory Committee should be further enhanced, and the efforts to strengthen cooperation with the Board of
Directors should also be continued and deepened.

As a result of the summary of the individual evaluation results including the above, the Board of Directors as a whole was
evaluated as being sufficiently effective overall in FY2023 as in the previous fiscal year.
[Initiatives for further improvement of effectiveness]
The following action plans have been established to further ensure the effectiveness of the Board of Directors going
forward.
1.
2.

Enhance discussions regarding strategies➢ Set up several deliberation items for preparing the next medium-term business plan to ensure sufficient
opportunity and time for discussion.
Stimulate discussion at Board of Directors meetings4[Translation]
➢
➢
➢
➢
3.

4.

Further clarify the process of submitting proposals to the Board of Directors by introducing issues and points
raised at the Executive Committee meetings and in preliminary discussions, and by providing thoroughexplanations and annotations on technical terms in materials and pre-meeting briefings, etc.
Provide opportunities for appropriate interaction and exchange of opinions, including with non-membersof the Board of Directors. Also, site tours will be conducted in Japan and overseas as necessary.
Study and implement methods such as lectures by outside experts to further enhance the knowledge of Boardof Directors members on corporate management, sustainability, trends in environmental policies andregulations in major operating countries, technology trends, and more.
Further enhance the quality of deliberations on important items by continuing to conduct smooth and effective
management through the presentation of matters for intensive deliberations, etc.

Enhancement of the function of the Nomination and Compensation Advisory Committee➢ Hold deeper discussions on a succession plan for Representative Director, President & CEO at future meetingsof the Nomination and Compensation Advisory Committee, and report the results of these discussions to theBoard of Directors.
➢ In order to strengthen the independence of the Committee, consider the possibility of appointing an Outside
Director as the Chairperson of the Nomination and Compensation Advisory Committee.
➢ Further enhance reporting of the deliberations of the Nomination and Compensation Advisory
Committee to the Board of Directors by the Committee Chairperson and others.
Deeper discussions regarding the desired state of the Board of Directors➢ Continue to hold more in-depth discussions at the Nomination and Compensation Advisory
Committee regarding the appropriate size and composition of the Board of Directors and wider diversityof Board of Directors members (e.g., including increasing the number of female members, and participation by
those with management experience in different industries and non-Japanese members).

The third-party evaluation organization has concluded that the Board of Directors secretariat has appropriately
consolidated and analyzed the results of the evaluation, and that the action plans presented above, drawn from these results
and analysis, have been suitably established.
Based on these evaluation results, the Company will continue striving to improve the effectiveness of the Board of
Directors.
[Supplementary Principle 4.14.2 Training Policy for Directors and Audit & Supervisory Board Members]
See Article 33 (Training Policy) of the Guidelines of the Company.
[Principle 5.1 Policy for Constructive Dialogue With Shareholders]
See Article 34 (Constructive Dialogue with Shareholders) and Exhibit 3 (Policy concerning the Development of a System andInitiatives for Promoting Constructive Dialogue with Shareholders) of the Guidelines of the Company.
[Measures to Achieve Management Conscious of Cost of Capital and Stock Price]
The Company will work to continuously increase corporate value by improving capital efficiency and gaining themarket’s confidence in its future business growth. For the status of specific measures, see pages 7 to 12 of the “Financial Results
for the six months ended June 30, 2024” presentation materials published in the IR section of the Company’s website.
https://www.inpex.co.jp/english/ir/library/pdf/presentation/Presentation20240808-a.pdf[Implementation of Dialogue With Shareholders, Etc.]
The Company is committed to enhancing dialogue with shareholders and investors in order to contribute to sustainable growth andthe improvement of corporate value over the medium to long term. Opinions obtained through such dialogue are relayed to senior
management and the Board of Directors on a regular basis.
The details of dialogue with shareholders and investors are disclosed in the “Information Disclosure and Activities for Shareholders
and Investors” section of the Company’s Integrated Report.
https://www.inpex.co.jp/english/ir/library/pdf/integrated_report/inpex_integratedreport202312_en.pdf

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2. Capital Structure
Foreign Shareholding Ratio

From 20% to less than 30%

Status of Major Shareholders Updated

Number of Shares Owned(Shares)
276,922,801

Shareholding Ratio
(%)
22.18

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

159,266,960

12.76

Custody Bank of Japan, Ltd. (Trust Account)

77,581,160

6.21

Japan Petroleum Exploration Co., Ltd.

53,446,600

4.28Japan Securities Finance Co., Ltd.

33,099,700

2.65

SMBC Nikko Securities Inc.

29,270,984

2.34

STATE STREET BANK WEST CLIENT - TREATY 505234

20,713,643

1.66

The Nomura Trust and Banking Co., Ltd. (Trust Account)

16,756,400

1.34

JPMorgan Securities Japan Co., Ltd

15,527,666

1.24

Mitsubishi Corporation

14,623,200

1.17

Name
Minister of Economy, Trade and Industry

Name of Controlling Shareholder, if applicable(Excluding Parent Companies)―――

Name of Parent Company, if applicable

None

Supplementary Explanation Updated
1.
2.
3.

4.

5.

The number of shares owned by the Minister of Economy, Trade and Industry includes one share of Class A stock.
The information in “Status of Major Shareholders” above is based on the shareholders’ register as of June 30, 2024.
Although BlackRock Japan Co., Ltd., and its seven joint shareholders are listed as owning the following shares of the Company
as of March 15, 2022, in a large volume holding report made available for public viewing on March 22, 2022, the Company
has not been able to confirm the actual number of shares owned by these companies as of June 30, 2024, and they are therefore
not included in “Status of Major Shareholders” above.
Name or Company Name: BlackRock Japan Co., Ltd., and its seven joint shareholders
Number of Shares Owned: 69,831,037
Percentage of Total Number of Issued Shares: 5.04%
Although Sumitomo Mitsui Trust Asset Management Co., Ltd., and its joint shareholder Nikko Asset Management Co., Ltd.,are listed as owning the following shares of the Company as of January 31, 2024, in a large volume holding report madeavailable for public viewing on February 6, 2024, the Company has not been able to confirm the actual number of shares ownedby these companies as of June 30, 2024, and they are therefore not included in “Status of Major Shareholders” above. Nameor Company Name: Sumitomo Mitsui Trust Asset Management Co., Ltd.
Number of Shares Owned: 37,464,600
Percentage of Total Number of Issued Shares: 2.98%
Name or Company Name: Nikko Asset Management Co., Ltd.
Number of Shares Owned: 28,003,100
Percentage of Total Number of Issued Shares: 2.22%
Although Nomura Securities Co., Ltd. and its three joint shareholders are listed as owning the following shares of the Company
as of April 30, 2024, in a change report made available for public viewing on May 8, 2024, the Company has not been able toconfirm the actual number of shares owned by these companies as of June 30, 2024, and they are therefore not included
in “Status of Major Shareholders” above.
Name or Company Name: Nomura Securities Co., Ltd. and its three joint shareholders
Number of Shares Owned: 63,042,054
Percentage of Total Number of Issued Shares: 5.01 %6

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3. Corporate Attributes
Listed Stock Exchange and Market Segment

Tokyo Stock Exchange Prime Market

Fiscal Year-End

DecemberBusiness Sector

MiningNumber of Employees (Consolidated) at End of thePrevious Fiscal Year

1,000 or more

Net Sales (Consolidated) for the Previous Fiscal Year¥1 trillion or more

Number of Consolidated Subsidiaries at End of thePrevious Fiscal Year

From 50 to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions With Controlling
Shareholder―――

5. Other Special Circumstances Which May Have a Material Impact on Corporate Governance

The Company’s Articles of Incorporation stipulate that decisions on certain important management-related matters require theresolution of a general meeting of Class A stock shareholders (hereinafter “Class A stock shareholders’ meeting”), in addition to theresolution of a general meeting of shareholders or that of the Board of Directors. Class A stock has been issued to the Minister of
Economy, Trade and Industry. Class A stock shareholders do not have voting rights at general meetings of shareholders of theCompany (unless otherwise provided by laws and regulations).
The certain important management-related matters refer to the “election and dismissal of Directors,” “complete or partial disposal,
etc., of important assets,” “amendment of the Articles of Incorporation,” “integration,” “reduction of amount of capital,” and“dissolution.” Of these matters, the “election and dismissal of Directors” and “integration” require the resolution of a Class A stock
shareholders’ meeting in the event that at least 20% of the total voting rights of shareholders of common shares of the Company areheld by a single shareholder other than a public entity, or by such a single shareholder and its joint shareholders.
With respect to the exercise of veto rights by means of Class A stock (resolution of disapproval at a Class A stock shareholders’meeting), the Minister of Economy, Trade and Industry has set forth the guidelines for the exercise of voting rights for Class A stockin Ministry of Economy, Trade and Industry Notice (No. 74, April 3, 2006). Under these guidelines, the Minister of Economy, Tradeand Industry is entitled to exercise veto rights for each of the above important matters “when it is deemed highly probable that the
management of the Company will be conducted in a manner that is inconsistent with the role it should play as a core company inproviding a stable supply of energy to Japan in an efficient manner,” “when it is deemed highly probable that there will be an adverse
impact on the role the Company should play as a core company in providing a stable supply of energy to Japan in an efficientmanner,” or “when there is a possibility that the exercise of voting rights for Class A stock will be affected.” This public notice has
undergone several amendments, and its latest iteration has been promulgated in the form of Ministry of Economy, Trade and Industry
Notice (No. 54, March 24, 2022).
We believe that the holding of Class A stock with the aforementioned function by the Minister of Economy, Trade and Industry iseffective in preventing speculative acquisitions or management control by foreign capital that may lead to management that isinconsistent with or result in an adverse impact on the role the Company should play as a core company in providing a stable supplyof energy to Japan in an efficient manner. Furthermore, positive effects may be expected in terms of external negotiations andcredibility as a national flagship company that is efficiently contributing to the stable supply of energy in Japan. These are thereasons for issuing Class A stock. The Board of Directors of the Company does not have any power over the exercise of veto rights
through the exercise of voting rights for Class A stock by Class A stock shareholders. Therefore, Class A stock is not intended forthe purpose of maintaining the position of officers of the Company. In addition, the Company believes that the limited scope of theveto rights for Class A stock and the establishment of the guidelines regarding the exercise of these veto rights have been designed
to be highly transparent so as not to unduly impede the efficiency and flexibility of the Company’s management and to minimize
the impact thereof.
For more details on Class A stock, see “1. Information on the Company’s Stock, etc.” in “IV. Information on the Company” of theAnnual Securities Report dated March 27, 2024.

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II. Business Management Organization and Other Corporate Governance Systems Regarding
Decision-making, Execution of Business, and Supervision in Management
1. Organizational Composition and Operation
Form of Organization

Company with Audit & Supervisory Board Members

Directors
Maximum Number of Directors Stipulated in
Articles of Incorporation
Directors’ Term of Office Stipulated in Articles ofIncorporation16
1 yearChairperson of the Board of Directors

President & CEO

Number of Directors

10

Appointment of Outside Directors

Appointed

Number of Outside Directors

5

Number of Independent Officers Designated From
Among Outside Directors

5

Relationship With the Company (1)Name

Relationship With the Company*

Attributes

Jun Yanai

From another company

Norinao Iio

From another company

Atsuko Nishimura

Other

Tomoo Nishikawa

Attorney

Hideka Morimoto

Other

a

b

c

d

e

f

g

h

i

j

k

* Categories for “Relationship With the Company”* “○” When the person currently falls or has recently fallen under the category“△” When the person fell under the category in the past
* “●” When a close relative of the person currently falls or has recently fallen under the category“▲” When a close relative of the person fell under the category in the pasta. An executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaries
b. An executive or non-executive director of a parent company of the Company
c. An 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. A major client or supplier of the Company or an executive thereof
f. A consultant, accounting or legal professional who receives a large amount of money or other property from the Company besides
compensation as a Director
g. A major shareholder of the Company (or an executive of said major shareholder if the shareholder is a legal entity)h. An executive of a client or supplier of the Company (which does not correspond to any of d., e., or f.) (the Director himself/herself
only)
i. An executive of a company between which outside officers are mutually appointed (the Director himself/herself only)
j. An executive of a company or organization that receives donations from the Company (the Director himself/herself only)
k. Others8

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Relationship With the Company (2) Updated
Name

Appointment as
Independent
Officer

Supplementary Explanation of
the Relationship

Mr. Jun Yanai has been appointed as an Outside
Director as it has been determined that he is able toappropriately execute his duties as Outside Director
due to being expected to provide supervision of theexecution of business from an international
perspective and the necessary comments andsuggestions, etc. in the meetings of the Board of
Directors, etc. primarily by utilizing his experience
as a corporate executive and abundant experienceand insight in the resource and energy industry.
In addition, he has been designated as an
Independent Director who is unlikely to cause any
conflict of interest with ordinary shareholders, giventhat he does not fall under any of the conditions
stipulated in the Enforcement Rules for Securities
Listing Regulations, Rule 211, Paragraph 4, Item(6); and Rule 226, Paragraph 4, Item (6).
Mr. Norinao Iio has been appointed as an Outside
Director as it has been determined that he is able toappropriately execute his duties as Outside Director
due to being expected to provide supervision of theexecution of business from an international
perspective and the necessary comments andsuggestions, etc. in the meetings of the Board of
Directors, etc. primarily by utilizing his experience
as a corporate executive and abundant experienceand insight in the resource and energy industry.
In addition, he has been designated as an
Independent Director who is unlikely to cause any
conflict of interest with ordinary shareholders, giventhat he does not fall under any of the conditions
stipulated in the Enforcement Rules for Securities
Listing Regulations, Rule 211, Paragraph 4, Item(6); and Rule 226, Paragraph 4, Item (6).
Ms. Atsuko Nishimura has been appointed as an
Outside Director as it has been determined that she
is able to appropriately execute her duties as Outside
Director due to being expected to provide
supervision of the execution of business from adiverse and global perspective and the necessarycomments and suggestions, etc. in the meetings ofthe Board of Directors, etc. by utilizing her abundant
experience as a diplomat and extensive insight oninternational conditions, in addition to expert
knowledge as a university professor.
In addition, she has been designated as an
Independent Director who is unlikely to cause any
conflict of interest with ordinary shareholders, giventhat she does not fall under any of the conditions
stipulated in the Enforcement Rules for Securities
Listing Regulations, Rule 211, Paragraph 4, Item(6); and Rule 226, Paragraph 4, Item (6).

―――Jun Yanai○

Norinao Iio○―――

AtsukoNishimura○―――Reasons for Appointment

9[Translation]

Name

Appointment as
Independent
Officer

Supplementary Explanation of
the RelationshipTomoo
Nishikawa○―――

HidekaMorimoto○―――

Reasons for Appointment
Mr. Tomoo Nishikawa has been appointed as an
Outside Director as it has been determined that he isable to appropriately execute his duties as Outside
Director due to being expected to provide
supervision of the execution of business from adiverse and global perspective and the necessarycomments and suggestions, etc. in the meetings ofthe Board of Directors, etc. by utilizing his abundant
experience and insight as an international attorney,in addition to knowledge in a variety of fields suchas expert knowledge as a university professor.
In addition, he has been designated as an
Independent Director who is unlikely to cause any
conflict of interest with ordinary shareholders, giventhat he does not fall under any of the conditions
stipulated in the Enforcement Rules for Securities
Listing Regulations, Rule 211, Paragraph 4, Item(6); and Rule 226, Paragraph 4, Item (6).
Mr. Hideka Morimoto has been appointed as an
Outside Director as it has been determined that he isable to appropriately execute his duties as Outside
Director due to being expected to provide
supervision of the execution of business from asustainability perspective and the necessarycomments and suggestions, etc. in the meetings ofthe Board of Directors, etc. by utilizing his abundant
experience and insight on the environment andenergy policy developed through his career in the
Ministry of the Environment, in addition to expert
knowledge as a university professor.
In addition, he has been designated as an
Independent Director who is unlikely to cause any
conflict of interest with ordinary shareholders, giventhat he does not fall under any of the conditions
stipulated in the Enforcement Rules for Securities
Listing Regulations, Rule 211, Paragraph 4, Item(6); and Rule 226, Paragraph 4, Item (6).

Establishment of Voluntary Committee Equivalent to a
Nomination Committee or Compensation Committee

EstablishedEstablishment of Voluntary Committee(s), Member Composition, and Attributes of Chairperson

Voluntary
Committee
Equivalent to a
Nomination
Committee
Voluntary
Committee
Equivalent to aCompensation
Committee

Committee’s
Name

Total
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

Other

Chairperson

Nomination andCompensation
Advisory
Committee

4

0

1

3

0

0

Outside Director

Nomination andCompensation
Advisory
Committee

4

0

1

3

0

0

Outside Director

Supplementary Explanation

10

[Translation]
The Nomination and Compensation Advisory Committee was established in January 2017 as an advisory body to the Board of
Directors with the aim of strengthening the independence, objectivity and accountability of the Board of Directors’ functions relating
to the nomination and compensation of Directors. The Committee deliberates on the nomination and compensation of Directors, etc.
and reports its findings to the Board of Directors. At the extraordinary meeting of the Board of Directors held on March 26, 2024,
one inside Director and three Independent Outside Directors were reappointed as members of the Committee and assumed theirpositions on the same date. In addition, an Independent Outside Director has been appointed as the chairperson of the Committee.
The member composition of the Committee is as described in “2. Matters Concerning Functions of Business Execution, Auditing
and Supervision, Nomination, and Compensation Decisions (Overview of Current Corporate Governance System)” of this Report.

Audit & Supervisory Board Members
Establishment of Audit & Supervisory Board

Established

Maximum Number of Audit & Supervisory Board
Members Stipulated in the Articles of Incorporation

5

Number of Audit & Supervisory Board Members

5

Coordination Among Audit & Supervisory Board Members, Accounting Auditor, and Internal Audit Department
Audit & Supervisory Board Members hold regular and ad hoc meetings with the accounting auditor to receive reports on accounting
audits, reports on the results of quarterly reviews of quarterly financial results, and reports on internal control audits related tofinancial reporting. Audit & Supervisory Board Members also hold about ten meetings per year on select themes, exchange opinions
on important audit-related matters, and gather information on a wide range of matters concerning the current state of the Company.
Audit & Supervisory Board Members exchange opinions with the internal audit department (Audit Unit) in formulating annual audit
plans and receive reports on internal audits conducted by the Audit Unit on a quarterly basis. In addition, full-time Audit &Supervisory Board Members maintain close contact with the Audit Unit through such means as holding about ten regular meetings
per year to receive reports as necessary on internal audits conducted by the Audit Unit, the status of assessments of internal controls
over financial reporting, etc.
Appointment of Outside Audit & Supervisory Board
Members
Number of Outside Audit & Supervisory Board
Members
Number of Independent Officers Designated From
Among Outside Audit & Supervisory Board
Members

Appointed
44Relationship With the Company (1)NameAttributes

Toshiya Tone

From another company

Kenichi Aso

From another company

Mitsuru Akiyoshi

From another company

Hiroko Kiba

Other

Relationship With the Company*
a

b

c

d

e

f

g

h

i

j

k

l

m

* Categories for “Relationship With the Company”* “○” When the person currently falls or has recently fallen under the category“△” When the person fell under the category in the past
* “●” When a close relative of the person currently falls or has recently fallen under the category“▲” When a close relative of the person fell under the category in the pasta. An executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaries
b. A non-executive director or accounting advisor of the Company or its subsidiaries
c. An executive or non-executive director of a parent company of the Company
d. An audit & supervisory board member of a parent company of the Company
e. An executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. A major client or supplier of the Company or an executive thereof
h. A consultant, accounting or legal professional who receives a large amount of money or other property from the Company besides
compensation as an Audit & Supervisory Board Member
i. A major shareholder of the Company (or an executive of said major shareholder if the shareholder is a legal entity)
11

[Translation]
j. An executive of a client or supplier of the Company (which does not correspond to any of f., g., or h.) (the Audit & Supervisory
Board Member himself/herself only)
k. An executive of a company between which outside officers are mutually appointed (the Audit & Supervisory Board Member
himself/herself only)l. An executive of a company or organization that receives donations from the Company (the Audit & Supervisory Board Member
himself/herself only)
m. Others

12[Translation]

Relationship With the Company (2)NameToshiya Tone

Appointment as
Independent
Officer

Supplementary Explanation of
the Relationship
Mr. Toshiya Tone serves as afull-time Outside Audit &Supervisory Board Member of
the Company.

○

Mr. Kenichi Aso serves as a fulltime Outside Audit &Supervisory Board Member of
the Company.
Kenichi Aso○

MitsuruAkiyoshi○―――

Hiroko Kiba

○

―――

13

Reasons for Appointment
Mr. Toshiya Tone has been appointed as an Outside
Audit & Supervisory Board Member due to his
extensive experience and a broad range of insights inthe fields of finance and taxation.
In addition, he has been designated as an
Independent Audit & Supervisory Board Member
who is unlikely to cause any conflict of interest withordinary shareholders, given that he does not fallunder any of the conditions stipulated in the
Enforcement Rules for Securities Listing
Regulations, Rule 211, Paragraph 4, Item (6); andRule 226, Paragraph 4, Item (6).
Mr. Kenichi Aso has been appointed as an Outside
Audit & Supervisory Board Member due to his
extensive experience and a broad range of insights inthe fields of international financing and finance.
In addition, he has been designated as an
Independent Audit & Supervisory Board Member
who is unlikely to cause any conflict of interest withordinary shareholders, given that he does not fallunder any of the conditions stipulated in the
Enforcement Rules for Securities Listing
Regulations, Rule 211, Paragraph 4, Item (6); andRule 226, Paragraph 4, Item (6).
Mr. Mitsuru Akiyoshi has been appointed as an
Outside Audit & Supervisory Board Member due tohis extensive experience and a broad range of
insights in the fields of finance and management.
In addition, he has been designated as an
Independent Audit & Supervisory Board Member
who is unlikely to cause any conflict of interest withordinary shareholders, given that he does not fallunder any of the conditions stipulated in the
Enforcement Rules for Securities Listing
Regulations, Rule 211, Paragraph 4, Item (6); andRule 226, Paragraph 4, Item (6).
Ms. Hiroko Kiba has been appointed as an Outside
Audit & Supervisory Board Member due to her
diverse range of knowledge and experience as amember of the Advisory Committee for Natural
Resources and Energy and the Council for Transport
Policy, in addition to her extensive experience andinsights as a freelance newscaster and university
instructor.
In addition, she has been designated as an
Independent Audit & Supervisory Board Member
who is unlikely to cause any conflict of interest withordinary shareholders, given that she does not fallunder any of the conditions stipulated in the
Enforcement Rules for Securities Listing
Regulations, Rule 211, Paragraph 4, Item (6); andRule 226, Paragraph 4, Item (6).

[Translation]

Independent Officers
Number of Independent Officers Updated

9

Other Matters Related to Independent Officers
The Company shall, based on the independence criteria set forth by the Tokyo Stock Exchange, determine that an Outside Director
or an Outside Audit & Supervisory Board Member is independent from the Company if he or she falls under none of the following
items.
1. A major shareholder of the Company (who directly or indirectly holds 10% or more of the Company’s voting rights) or an
executive thereof
2. A person whose major business partner is the Company (*1) or an executive thereof
3. A major business partner of the Company (*2) or an executive thereof
4. A legal professional, accountant, or consultant who has received money or other properties of more than ¥10 million per year
on average over the past three years from the Company or its subsidiaries, excluding compensation for Directors or Audit &Supervisory Board Members (if the person receiving such properties is an organization such as a legal entity or a partnership,a person who belongs to such organization)
5. An accounting auditor of the Company or its subsidiaries (if such accounting auditor is an accounting firm, a person who
belongs to such accounting firm)
6. A person who has received donations or subsidies of more than ¥10 million per year on average over the past three years fromthe Company or its subsidiaries (however, if the person receiving the donations or subsidies is an organization such as a legal
entity or a partnership, a director or other officer managing the business of the organization to which the amount of such
donations or subsidies exceeds the greater of ¥10 million per year or 30% of the total expenses per year of such organization,
on average over the past three years)
7. A person who fell under any of items 1 through 6 above in the most recent three years
8. A relative within the second degree of kinship of a person who falls under any of (1) through (4) below (excluding persons who
are not material (*3))(1) A person who falls under any of items 1 through 7 above(2) An executive of a subsidiary of the Company(3) A non-executive Director or an accounting advisor of a subsidiary of the Company (limited to cases where said Outside
Audit & Supervisory Board Member is to be designated as an Independent Audit & Supervisory Board Member of theCompany)(4) A person who fell under (2) or (3) above or an executive of the Company in the most recent three years (including a nonexecutive Director, if said Outside Audit & Supervisory Board Member is to be designated as an Independent Audit &Supervisory Board Member of the Company)
9. Other than each of the preceding items, a person who is substantially judged by the Company to possibly cause a conflict ofinterest with ordinary shareholders of the Company*1 “A person whose major business partner is the Company” refers to a business partner whose business relationship with theCompany may have an influence on decision-making of business, etc. of said business partner to the same extent as saidbusiness partner’s parent company, subsidiary or affiliate. Specifically, this could be a so-called subcontractor whose
consolidated net sales, etc., from transactions with the Company account for a considerable part of said subcontractor’s
consolidated net sales, etc., during the most recent fiscal year.
*2 A “major business partner of the Company” refers to a business partner whose business relationship with the Company may
have an influence on decision-making of business, etc. of the Company to the same extent as the Company’s parent company,
subsidiary or affiliate. Specifically, this could be a counterparty in transactions from which the consolidated revenues accountfor a considerable part of the Company’s consolidated revenues during the most recent fiscal year, or a supplier who provides
merchandise and services which are essential to the business activities of the Company.
*3 Specifically, a “material” person is assumed to be an officer, general manager or equivalent of each company/business partnerin the case of the persons referred to in items 1 through 3, and a certified public accountant who belongs to each accounting
firm or a lawyer who belongs to each law firm (including so-called associates) in the case of the persons who belong toorganizations referred to in items 4 and 5.
The Company has reported all of its Outside Directors and Outside Audit & Supervisory Board Members as Independent Outside
Directors and Independent Outside Audit & Supervisory Board Members to Tokyo Stock Exchange, Inc. In view of the backgrounddescribed below, the Company has established a set of immateriality criteria for transaction amounts concerning the attributes ofIndependent Directors/Audit & Supervisory Board Members on the basis of which the Company deems transactions unlikely to
influence the decisions of shareholders regarding the exercise of voting rights.
(Background)
Most of the oil and natural gas produced by the Company in Japan and overseas is sold wholesale to oil refining companies, electric
power companies, and city gas companies, which naturally limits the number of available customers.
In addition, the Company’s customers have been declining in number as a result of corporate consolidation due to industry
restructuring, etc., and the ratio of transactions with a single customer tends to be relatively high. Another unique trait is that oil andnatural gas prices are shaped within the international market and cannot be set arbitrarily by the Company or by any specificcompany.
14

[Translation]
Therefore, the Company believes that the fact that a Director or an Audit & Supervisory Board Member of the Company may befrom a certain business partner of the Company does not imply that it is possible to engage in transactions that are particularly
favorable to that party, and that the independence of the Director or Audit & Supervisory Board Member will not be impaired basedon that fact alone.
Moreover, in light of the unique traits outlined above, the Company has obtained written pledges from all Directors, including
Outside Directors, to affirm that they recognize the importance of carrying out their duties as Directors of the Company appropriately
and engaging in management with the highest regard for matters such as their duty under the Companies Act to refrain fromcompetition with the Company, appropriate handling of transactions involving conflicts of interest, and information leakage
prevention.
(Immateriality criteria for transactions)- Both (i) the ratio of the amount of the Company’s transactions with the company in which an Outside Director or Outside Audit& Supervisory Board Member holds significant concurrent positions to the Company’s consolidated revenues and consolidated
cost of sales during the most recent fiscal year, as well as (ii) the ratio of the amount of such company’s transactions with theCompany to such company’s consolidated net sales, etc., and consolidated cost of sales, etc., during the most recent fiscal year,
as reasonably estimated from disclosure materials, etc., must be less than 15%.

Incentives

Implementation Status of Measures Related toIncentives Granted to Directors

Other

Supplementary Explanation for Applicable Items
As described in “Disclosure of Policy on Determining Compensation Amounts and Calculation Methods” below, compensation for
Directors (excluding Outside Directors) consists of basic compensation based on the duties of each position, bonuses as short-term
incentives, and stock-based compensation as medium- to long-term incentives.
Bonuses, as short-term incentives, are calculated based on the Company’s key financial indicators, including net income attributableto owners of parent (hereinafter “net income”) and cash flows from operating activities before exploration, as well as non-financial
indicators such as safety indicators (zero major accidents). The final compensation amount will vary within the range of 0% to200%.
Stock-based compensation, as medium- to long-term incentives paid to Directors (excluding Outside Directors and non-residents ofJapan) and Executive Officers (excluding non-residents of Japan) of the Company (hereinafter collectively “Directors, etc.”), is paidin the form of a trust-type stock-based compensation system that combines performance-linked elements aimed at motivating
Directors, etc., to contribute to improving the Company’s medium- to long-term business performance and its corporate value, andfixed elements aimed at strengthening the sense of shared interest between Directors, etc., and shareholders through ownership of
the Company’s shares. The performance-linked portion will be calculated based on key financial indicators in the medium-termbusiness plan such as net income, cash flows from operating activities before exploration, ROE, and total payout ratio, as well as
key non-financial indicators such as production cost per BOE and net carbon intensity. The final compensation amount will vary
within the range of 0% to 200%. For stock-based compensation, in the event of gross misconduct or violation by Directors, etc., theCompany may cancel or forfeit their right to receive the Company’s shares, etc., under the plan (malus) and demand the return ofcash equivalent to the Company’s shares, etc., already delivered to them (clawback).
Persons Eligible for Stock Options

Supplementary Explanation for Applicable Items―――

Director Compensation

Status of Disclosure of Individual Director’sCompensation

No Disclosure for any Directors

Supplementary Explanation for Applicable Items
Compensation amounts for Directors and Audit & Supervisory Board Members for the 18th fiscal year (from January 1, 2023 to
December 31, 2023) are as follows.

15

[Translation][Total Compensation by Classification, Total Compensation by Type, and the Number of Eligible Directors and Audit & Supervisory
Board Members]
Total Compensation by Type (Millions of yen)Classification

Total
Compensation(Millions of yen)

Basic
Compensation

Bonuses

Stock-based
Compensation

Number of
Eligible Directors
and Audit &Supervisory
Board Members(Persons)

Directors (Excluding
544
350
141
52
8
Outside Directors)
Audit & Supervisory
Board Members(Excluding Outside
34
34
2
Audit & Supervisory
Board Members)
Outside Directors andOutside Audit &
166
166
11
Supervisory Board
Members
Notes: 1. The above table includes one Director and three Audit & Supervisory Board Members (including two Outside Audit &Supervisory Board Members) who retired at the conclusion of the 17th Ordinary General Meeting of Shareholders heldon March 28, 2023.
2. The basic compensation for Directors was resolved to be an annual amount not exceeding ¥900 million including bonuses(including an amount not exceeding ¥100 million for Outside Directors) at the 16th Ordinary General Meeting of
Shareholders held on March 25, 2022, and the number of Directors as of the date of such resolution was 12 (including
five Outside Directors).
3. The basic compensation for Audit & Supervisory Board Members was resolved to be an annual amount not exceeding¥140 million at the 16th Ordinary General Meeting of Shareholders held on March 25, 2022, and the number of Audit &Supervisory Board Members as of the date of such resolution was five.
4. Bonuses and stock-based compensation are performance-linked compensations. Stock-based compensation is nonmonetary compensation.
5. The Company resolved to introduce a stock-based compensation system for Directors and Executive Officers (the Board
Incentive Plan Trust) at the 12th Ordinary General Meeting of Shareholders held on June 26, 2018. The stock-based
compensation figures in the table above represent the fees incurred with regard to the stock-based points assigned to
Directors in the year ended December 31, 2023 concerning the Board Incentive Plan Trust. At the 16th Ordinary General
Meeting of Shareholders held on March 25, 2022, the maximum amount of money to be contributed by the Company in
one fiscal year was revised to ¥434 million and the maximum amount of points granted in one fiscal year to those eligible
for the system was revised to 806,000 points (equivalent to 806,000 shares of the Company), and the number of Directors(excluding Outside Directors and non-residents in Japan) as of the date of such resolution was seven.
[Total Amount of Consolidated Compensation, etc., for Each Director and Audit & Supervisory Board Member of the Company]
Omitted due to the absence of applicable Directors or Audit & Supervisory Board Members who received consolidated
compensation, etc., of ¥100 million or more.
[Significant Employee Salaries Paid to Directors or Audit & Supervisory Board Members Who Also Serve as Employees]
There are no significant employee salaries paid to Directors or Audit & Supervisory Board Members who also serve as employees.
Policy on Determining Compensation Amounts andCalculation Methods

Established

Disclosure of Policy on Determining Compensation Amounts and Calculation Methods
The compensation for Directors (excluding Outside Directors) consists of basic compensation in accordance with the duties of eachposition, bonuses as short-term incentives, and stock-based compensation as medium- to long-term incentives, while thecompensation for Outside Directors consists only of basic compensation from the viewpoint of the independence of their duties.
The Nomination and Compensation Advisory Committee shall deliberate on key matters based on the policy for determining theamount and calculation method of compensation, etc., for Directors as well as the details of compensation, etc., for each individual,
before submitting a report to the Board of Directors. The Board of Directors shall determine compensation for Directors based on
the content of the Committee’s report within the framework of the content and amount of compensation approved at the General
Meeting of Shareholders. The amount of each type of compensation to be paid to each individual shall be determined by the
Representative Director, President & CEO, who has been entrusted with this responsibility by resolution of the Board of Directors,
based on the deliberations of the Nomination and Compensation Advisory Committee, the majority of whose members are Outside
Directors and Outside Audit & Supervisory Board Members, including Independent Outside Directors. In addition, the Nomination
and Compensation Advisory Committee shall carefully deliberate on the appropriateness of the target values and calculation method
16[Translation]for each type of compensation in light of the external environment and social and economic circumstances surrounding the Company.
Adjustments may be made, as necessary, to the amount of compensation for each Director by resolution of the Board of Directors
based on the Committee’s report.
The Nomination and Compensation Advisory Committee shall review the appropriateness of the level of compensation for Directors
after conducting a study and analysis of the level of compensation for each position in a peer group of companies of the same size
and in similar industries through an external compensation research organization.
The ratio of basic compensation, bonuses, and stock-based compensation for inside Directors shall, in principle, be structured suchthat the weighting of performance-linked compensation (bonuses and stock-based compensation) will be higher for higher executive
positions.

Support System for Outside Directors and Outside Audit & Supervisory Board Members

In order to support the management supervisory function of Outside Directors, the Company provides them with materials for Boardof Directors meetings at least three days prior to the meeting, in principle, and conducts briefings on important agenda items before
the meeting.
The Company has also assigned four dedicated assistants to the Audit & Supervisory Board Members’ Office, an organization aimed
at supporting the duties of Audit & Supervisory Board Members, including Outside Audit & Supervisory Board Members. These
assistants carry out their duties under the direction of Audit & Supervisory Board Members.
Furthermore, the Company holds regular meetings with Outside Directors, Outside Audit & Supervisory Board Members, andRepresentative Directors several times a year to provide opportunities for exchanging opinions on a wide range of importantmanagement-related themes.

Status of Persons Retired From Representative Director, President & CEO, Etc.
Names, etc., of Advisors (Senior Executive Advisor, etc.) Who Have Formerly Served as Representative Director, President& CEO, Etc.

Name

Job Title/
Position

Masatoshi
SugiokaCorporate
Advisor

Naoki
KurodaSpecialCorporate
AdvisorToshiaki
Kitamura

SeniorExecutive
AdvisorWorking Form andConditions(Full/Part Time,
Paid/Unpaid, Etc.)

Responsibilities
External activities such asactivities in the business
community, technicalexchange activities in theindustrial sector and academic
societies, etc. (not involved inmanagement)
External activities such asactivities in the business
community, activities related
to multilateral exchanges, etc.
(not involved in management)
External activities such asactivities in the business
community, activities related
to multilateral exchanges, etc.
(not involved in management)

Part-time
Paid

Part-time
Paid

Full-time
Paid

Total Number of Advisors (Senior Executive Advisor, etc.) Who Have Formerly
Served as Representative Director, President & CEO, Etc.

Date of
Retirement
From
President, Etc.

Term

September 30,
2008

Determined inaccordance withinternal
regulations

June 23, 2010

Determined inaccordance withinternal
regulations

June 26, 2018

Determined inaccordance withinternal
regulations

3

Other Related Matters
Advisors (Senior Executive Advisor, etc.) are appointed by resolution of the Board of Directors.

17

[Translation]

2. Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, andCompensation Decisions (Overview of Current Corporate Governance System) Updated[Board of Directors]
Recognizing its fiduciary responsibility to shareholders, the Board of Directors is responsible for ensuring sustainable growth andincreasing corporate value over the medium to long term by fully exercising its supervisory function through effective corporate
governance and by ensuring fairness and transparency in management.
The Company’s Board of Directors is composed of ten members, five of whom are Outside Directors. In addition to monthly
meetings, the Board of Directors meets as necessary to deliberate and decide on management strategies and important mattersconcerning business execution and supervises the execution of duties by Directors.
The term of office of Directors shall be one year in order to enhance responsiveness to changes in the global business environment
and to further clarify the management responsibilities of the Board of Directors.
The composition of the Board of Directors as of the date of the last update and the attendance at Board of Directors meetings in
FY2023 are as follows.
Name
Takayuki Ueda
Kenji Kawano
Hitoshi Okawa
Daisuke Yamada
Toshiaki Takimoto

Attendance at Board of
Directors Meetings

Position in the Company
Representative Director, President &CEO
Representative Director, Senior
Executive Vice President
Director, Senior Managing Executive
Officer
Director, Senior Managing Executive
Officer
Director, Senior Managing Executive
Officer

100% (16 times/16 times)
100% (16 times/16 times)- (Note 1)
100% (16 times/16 times)
100% (12 times/12 times)(Note 2)Jun Yanai

Director (Outside)

100% (16 times/16 times)

Norinao Iio

Director (Outside)

100% (16 times/16 times)

Atsuko Nishimura

Director (Outside)

100% (16 times/16 times)

Tomoo Nishikawa

Director (Outside)

100% (16 times/16 times)

Hideka Morimoto

Director (Outside)

100% (16 times/16 times)

Notes: 1. Not applicable as he took office on March 26, 2024.
2. Includes meetings after he took office on March 28, 2023.
3. Director Takahiko Ikeda, who retired on March 28, 2023, attended all four (4) meetings of the Board of Directors to beattended.
4. Directors Toshiaki Kitamura, Kimihisa Kittaka and Nobuharu Sase, who retired on March 26, 2024, attended all 16
meetings of the Board of Directors in FY2023.
The specific considerations and the number of deliberations for Board of Directors meetings in FY2023 are as follows.
Specific Considerations

Number of
Deliberations

Individual projects (oil & natural gas business)

41

Corporate governance23

Management strategies, business strategies, anddialogue with the market

23

Finance and accounting

17

HSE

10

Individual projects (5 net zero businesses)

10

General meetings of shareholders

8Compliance7

Sustainability

5

Total

144

18

[Translation][Executive Committee]
From the viewpoint of expediting decision-making with respect to business execution decisions, the Company has established the
Executive Committee to facilitate agile decision-making for matters that are not required to be resolved by the Board of Directors
and to hold discussions that can contribute to decision-making by the Board of Directors. Executive Committee meetings are held
once a week and as necessary.
The Company’s Executive Committee is composed of full-time Directors, Executive Officers who are Senior Vice Presidents ofvarious divisions, and other Executive Officers who are deemed necessary by the chairman and appointed by resolution of the
Executive Committee. As of the date of submission of this Report, there are 15 members in the Committee. From the viewpoint of
ensuring the efficiency of proceedings, the Executive Committee is chaired by the Representative Director, President & CEO, who
is most familiar with the Company’s business operations.
[Executive Officer System]
In order to respond accurately and quickly to a rapidly changing business environment and the expansion of the Company’s businessactivities, the Company has introduced an Executive Officer system to clarify the business execution structure through the delegationof authority and establish a more agile and efficient management structure. The term of office of Executive Officers shall be one
year in order to further clarify their executive responsibilities for each fiscal year.
[Audit & Supervisory Board Members and Audit & Supervisory Board](Organization and members)
The Company has adopted an audit & supervisory board member system, and its Audit & Supervisory Board is composed of five
Audit & Supervisory Board Members, four of whom are Outside Audit & Supervisory Board Members.
These Audit & Supervisory Board Members possess abundant experience and knowledge in the Company’s business as well as infinance, accounting, legal affairs, and other fields, which they leverage in the course of audit operations. The Company has alsoestablished the Audit & Supervisory Board Members’ Office as an organization independent of departments involved in businessexecution to support Audit & Supervisory Board Members in the execution of their duties, and has assigned four dedicatedemployees who possess the necessary and appropriate knowledge and abilities to the Office.
(Activities of Audit & Supervisory Board Members and the Audit & Supervisory Board)a) The number of Audit & Supervisory Board meetings held in FY2023 and attendance of each Audit & Supervisory Board
Member
A total of 17 Audit & Supervisory Board meetings were held in FY2023, and every Audit & Supervisory Board Member
attended all Audit & Supervisory Board meetings as follows.
Name

Attendance Rate at Board of
Directors Meetings During
the Current Fiscal Year

Title

Attendance Rate at Audit &Supervisory Board Meetings
During the Current Fiscal
Year

Full-time Audit & Supervisory Board
100% (12/12 times)
100% (13/13 times)
MemberFull-time Audit & Supervisory Board
Toshiya Tone
100% (12/12 times)
100% (13/13 times)
Member (Outside)
Full-time Audit & Supervisory Board
Kenichi Aso
100% (12/12 times)
100% (13/13 times)
Member (Outside)
Audit & Supervisory Board Member
Mitsuru Akiyoshi
100% (16/16 times)
100% (17/17 times)(Outside)
Audit & Supervisory Board Member
Hiroko Kiba
100% (16/16 times)
100% (17/17 times)(Outside)
Note: Audit & Supervisory Board Members Akio Kawamura, Toshiya Tone and Kenichi Aso were elected (newly appointed)
at the 17th Ordinary General Meeting of Shareholders held on March 28, 2023, and Audit & Supervisory Board
Members Mitsuru Akiyoshi and Hiroko Kiba were elected (reappointed) at the same Ordinary General Meeting of
Shareholders.
Akio Kawamurab)

Activities of the Audit & Supervisory Board
In principle, Audit & Supervisory Board meetings are held monthly on the same day as Board of Directors meetings and also
as necessary. The Audit & Supervisory Board resolves statutory matters including audit plans, receives reports from the internal
audit department and the accounting auditor on the status of execution of their duties, and requests clarifications if necessary.
Furthermore, Audit & Supervisory Board Members share information on issues identified through audit activities and holddiscussions as necessary.

c)Activities of Audit & Supervisory Board Members
Each Audit & Supervisory Board Member, in compliance with the auditing standards for Audit & Supervisory Board Members
stipulated by the Audit & Supervisory Board and in accordance with audit plans, communicates with Directors, the internal
audit department, and other employees, etc., makes an effort to gather information and improve the auditing environment,
attends Board of Directors meetings and other important meetings, and where necessary, seeks clarifications and provides theiropinions on agenda items.
19[Translation]
At the same time, they hold regular meetings with Representative Directors for the purpose of exchanging opinions andmonitoring the progress of management policies as well as the establishment and operation of internal control systems, andconduct regular hearings on the status of business execution with respect to the duties of each Director.
Additionally, full-time Audit & Supervisory Board Members attend Executive Committee meetings that are held once a week
and as necessary as well as Compliance Committee meetings that are held as necessary, gather information by reviewing
internal approval documents, and if necessary, conduct hearings with the respective departments in charge and receive reports
from them.
Furthermore, reports from the Director in charge of compliance regarding the content and handling of internal whistle-blowing
incidents are promptly submitted to full-time Audit & Supervisory Board Members.
[Internal Audits]
The Audit Unit (with 14 dedicated staff members as of the date of submission of this Report) has been established as an internal
audit department independent of departments involved in business execution, and it reports directly to the President. The Audit Unit
reviews the establishment and operational status of internal controls across all management activities of the Company and the Group
companies through internal audits, and identifies areas for improvement. These areas for improvement are followed up on until theissues are fully rectified, with the details of important matters shared with various departments in the Company, thereby contributing
to the maintenance and improvement of the effectiveness of internal controls.
In formulating annual audit plans, the Audit Unit exchanges opinions and information with Audit & Supervisory Board Members
and reports to the Board of Directors after obtaining the President’s approval. Additionally, audit results are reported to the President,
the Board of Directors, the Audit & Supervisory Board, and full-time Audit & Supervisory Board Members, and are also sharedwith the accounting auditor.
To ensure the expertise of those involved in internal audits, the Audit Unit encourages the acquisition of qualifications related tointernal audits and active participation in external training courses, and it has several Certified Internal Auditors (CIAs). A “skill
map” outlining the abilities and experience required to conduct internal audits is created and updated for each member, and it isused to develop education and training plans and to assign tasks according to the experience and expertise of each individual.
Furthermore, in order to continuously improve the quality of internal audits, an external quality assessment is required to be
conducted by an independent external assessor at least once every five years.
[Accounting Audits]
The Company has appointed Ernst & Young ShinNihon LLC to conduct accounting audits pursuant to the Companies Act and the
Financial Instruments and Exchange Act. The names of the certified public accountants who conducted the accounting audit and thecomposition of assistants for audit operations in FY2023 are as follows.
- Continuous audit period
48 years- Names of certified public accountants who conducted the accounting audit
Kazuhiko Yamazaki, Satoshi Takahashi, Mikio Shimizu, Kentaro Moronuki- Composition of assistants for accounting audit operations
61 certified public accountants, 7 persons who have passed the accountant examination, etc., and 35 others(Compensation paid to certified public accountants, etc.)
The details of compensation paid to certified public accountants, etc., for the 18th fiscal year are as follows.
Compensation for auditing services: INPEX: ¥411 million; Subsidiaries: ¥95 million
Compensation for non-auditing services: INPEX: -; Subsidiaries: ¥8 million(Other important compensation)
The Company’s overseas subsidiaries such as INPEX Ichthys Pty Ltd pay compensation to Ernst & Young for local statutory
audits.
(Non-auditing services provided to the Company by certified public accountants, etc.)
Not applicable.
(Policy for determining compensation for audits)
Compensation for audits is determined after obtaining approval from the Audit & Supervisory Board, based on thecomprehensive consideration of factors such as the audit plan and the number of days of auditing work.
[Initiatives for Strengthening the Functions of Audit & Supervisory Board Members](Audit & Supervisory Board Members’ Office)In order to enhance the effectiveness of audits by Audit & Supervisory Board Members, the Company has established the Audit& Supervisory Board Members’ Office as an organization independent of departments involved in business execution to support
Audit & Supervisory Board Members in their duties, and has assigned four dedicated employees to the Office.
(Coordination with the accounting auditor)
Audit & Supervisory Board Members hold regular and ad hoc meetings with the accounting auditor to receive reports on
accounting audits, reports on the results of quarterly reviews of quarterly financial results, and reports on internal control audits
related to financial reporting. Audit & Supervisory Board Members also hold about ten meetings per year on select themes,20[Translation]exchange opinions on important audit-related matters, and gather information on a wide range of matters concerning the current
state of the Company.
(Coordination with the internal audit department)
Audit & Supervisory Board Members exchange opinions with the internal audit department (Audit Unit) in formulating annual
audit plans and receive reports on internal audits conducted by the Audit Unit on a quarterly basis. In addition, full-time Audit& Supervisory Board Members maintain close contact with the Audit Unit through such means as holding about ten regularmeetings per year to receive reports as necessary on internal audits conducted by the Audit Unit, the status of assessments ofinternal controls over financial reporting, etc.
(Attendance at important meetings)
Audit & Supervisory Board Members attend Board of Directors meetings, Executive Committee meetings, and other important
meetings, and where necessary, seek clarifications and provide their opinions on agenda items.
(Regular meetings with Representative Directors)
Audit & Supervisory Board Members hold meetings with Representative Directors twice a year for the purpose of exchanging
opinions and monitoring the progress of management policies as well as the establishment and operation of internal control
systems.
(Meetings with Directors)
Audit & Supervisory Board Members hold regular meetings with Directors for the purpose of conducting hearings on the statusof business execution with respect to the duties of Directors in charge of each business division.
(Coordination with Outside Directors)
Audit & Supervisory Board Members hold regular meetings with Outside Directors to exchange a wide range of opinions on thecurrent state of the Company, thereby ensuring appropriate coordination.
(Liaison meetings among full-time Audit & Supervisory Board Members)
In order to share information among full-time Audit & Supervisory Board Members and enhance the effectiveness of audits
conducted by each Audit & Supervisory Board Member, liaison meetings are held regularly to exchange opinions among Audit& Supervisory Board Members while conducting hearings with departments involved in business execution.
[Committees]
The Nomination and Compensation Advisory Committee and the INPEX Advisory Committee have been established as advisory
bodies to the Board of Directors, and the Compliance Committee, Sustainability Committee, Corporate HSE Committee,
Information Security Committee, and INPEX Value Assurance System (IVAS) Committee have been established as committees
related to business execution. The overview of each committee is as follows.
(Nomination and Compensation Advisory Committee)
The Nomination and Compensation Advisory Committee was established in January 2017 as an advisory body to the Board of
Directors with the aim of strengthening the independence, objectivity and accountability of the Board of Directors’ functions
relating to the nomination and compensation of Directors. The Committee deliberates on the nomination and compensation of
Directors, etc. and reports its findings to the Board of Directors. The Committee met six times during FY2023. In addition, atthe extraordinary meeting of the Board of Directors held on March 26, 2024, one inside Director and three Independent Outside
Directors were reappointed as members of the Committee and assumed their positions on the same date.
The composition of the Nomination and Compensation Advisory Committee as of the date of the last update and the attendanceof each member at meetings of the Nomination and Compensation Advisory Committee in FY2023 are as follows .
NameChairperson

Jun Yanai

Attendance(Independent Outside Director)

100% (6 times/6 times)

Committee
Norinao Iio(Independent Outside Director)
100% (6 times/6 times)
memberCommittee
Atsuko Nishimura(Independent Outside Director)
100% (6 times/6 times)
memberCommittee(Representative Director, President &Takayuki Ueda
100% (6 times/6 times)
memberCEO)
Note: Representative Director Toshiaki Kitamura, who retired on March 26, 2024, attended all six meetings of theNomination and Compensation Advisory Committee to be attended.
The specific considerations for FY2023 are as follows.
(Nomination)- Progress of the medium-term business plan, current status of major management issues, and reorganization of the executingorganization- New executive officer system for FY2024
21

[Translation]- Requirements for in-house and Outside Directors (redefinition)- Candidates for Directors and Representative Directors- Skills matrix for Directors and Audit & Supervisory Board Members(Compensation)- Review of appropriateness of compensation levels (comparison with peer group)- Financial results of the Company, performance of management indicators, and results of each department for FY2023- Results of performance-linked compensation (bonuses and stock-based compensation) KPIs
- Proposed payment of bonuses and stock-based compensation for Directors for FY2023(Nomination and compensation)- Annual consultation schedule- Revision of the Rules of the Nomination and Compensation Advisory Committee, and the reelection of committee members
and chairperson(INPEX Advisory Committee)
The INPEX Advisory Committee was established in October 2012 with the aim of enhancing corporate value and corporate
governance. Comprised of external experts, the Committee provides the Board of Directors with multifaceted and objective
counsel and recommendations across a wide range of areas, including international political and economic outlook, prospects
for the energy sector, ideal management strategies as a global company, and ways to strengthen corporate governance. The
Committee is comprised of experts from Japan and overseas, all of whom possess a wide range of knowledge related to this field,
including university professors, and its meetings are attended by Representative Directors, the Senior Vice President, Corporate
Strategy & Planning, and others from within the Company. The Committee met two times during FY2023.
The composition of the INPEX Advisory Committee as of the date of the last update and the attendance of each member atmeetings of the INPEX Advisory Committee in FY2023 are as follows.
Name

Attendance(Senior Managing Director and Chief
Committee
Ken Koyama
Economist, The Institute of Energy
100% (2 times/2 times)
memberEconomics, Japan)(Director and Chief Researcher,Committee
Sumiko Takeuchi
International Environment and100% (2 times/2 times)
memberEconomy Institute)(Adjunct Professor, School ofCommittee
International Corporate Strategy,
Ryuji Yasuda
100% (2 times/2 times)
member
Hitotsubashi University Business
School)Note: Kent E. Calder (external expert) and Masayuki Yamauchi (external expert), who retired at the end of June 2023, attended
the one meeting of the INPEX Advisory Committee to be attended.
The specific considerations for FY2023 are as follows.
- How to handle a net zero emissions world in 2050
- Evaluation of basic policies and challenges to achieve Green Transformation (GX) with a focus on carbon pricing- Prospects and issues concerning the international energy landscape with a focus on the points raised in the IEEJ Outlook 2024
- Background and overview of the Japanese government’s GX conference and international trends(Compliance Committee)
The Compliance Committee was established in April 2006 with the aim of promoting consistent compliance initiatives acrossthe entire Group. The Committee is chaired by the Director in charge of compliance and comprised of Senior Vice Presidents incharge of the standing organizational units, and deliberates on basic policies and important matters of the Group relating tocompliance and manages the implementation status of compliance activities. The Committee met four times during FY2023.
The members of the Committee as of the date of submission of this Report are as follows.
Chairperson: Kenji Kawano (Representative Director; Senior Vice President, Renewable Energy, Strategic Projects Office,Compliance; Head of Overseas Projects)
Vice chairpersons: Hitoshi Okawa (Senior Vice President, General Administration and Senior Vice President, Oceania Projects),
Toshiaki Takimoto (Senior Vice President, Corporate Strategy & Planning, Legal Affairs; Head of Net Zero Business)
Committee members: Daisuke Yamada (Senior Vice President, Finance & Accounting), Yosuke Happo (Senior Vice President,
Logistics & IMT), Hideki Kurimura (Senior Vice President, Technical Headquarters and Senior Vice President, Innovation, HSE),
Hiroshi Kato (Senior Vice President, Global Energy Marketing), Masaru Miyanaga (Senior Vice President, Domestic Energy
Supply & Marketing), Yuzo Sengoku (Senior Vice President, New Ventures & Global Exploration), Shoichi Kaganoi (SeniorVice President, Hydrogen & CCUS Development), Akihiro Watanabe (Senior Vice President, Asia Projects), Munehiro Hosono(Senior Vice President, Europe & Middle East Projects), Hiroshi Fujii (Senior Vice President, Abu Dhabi Projects), Hiromi
Sugiyama (Senior Vice President, Domestic Exploration & Production)

22

[Translation](Sustainability Committee)
The Sustainability Committee was established in April 2012 (originally named as CSR Committee and changed its name to
Sustainability Committee in November 2021) with the aim of better fulfilling the Company’s corporate social responsibilities
and promoting activities that contribute to the sustainable development of society. The Committee is chaired by the
Representative Director, President & CEO, and is comprised of Representative Directors; Senior Vice President, General
Administration; Senior Vice President, Corporate Strategy & Planning; Chairperson of the Compliance Committee; andChairperson of the Corporate HSE Committee. The Committee discusses basic policies regarding sustainability, importantmatters pertaining to sustainability implementation including without limitation to corporate governance and climate change
response. The Committee met three times during FY2023.
The members of the Committee as of the date of submission of this Report are as follows.
Chairperson: Takayuki Ueda (Representative Director, President & CEO)
Committee members: Kenji Kawano (Representative Director; Senior Vice President, Renewable Energy, Strategic Projects
Office, Compliance; Head of Overseas Projects), Hitoshi Okawa (Senior Vice President, General Administration and Senior Vice
President, Oceania Projects), Toshiaki Takimoto (Senior Vice President, Corporate Strategy & Planning, Legal Affairs; Head of
Net Zero Business), Hideki Kurimura (Senior Vice President, Technical Headquarters and Senior Vice President, Innovation,
HSE)(Corporate HSE Committee)
The Corporate HSE Committee was established on September 17, 2008 to promote measures for occupational health andsafety and the environment in accordance with the HSE Management System Regulations established by the Company. The
Committee is chaired by the Director in charge of HSE, and the Committee members are comprised of Senior Vice Presidents
in charge of the standing organizational units. It deliberates on policies and important matters related to HSE. The Committee
met ten times during FY2023.
The members of the Committee as of the date of submission of this Report are as follows.
Chairperson: Hideki Kurimura (Senior Vice President, Technical Headquarters and Senior Vice President, Innovation, HSE)
Vice chairperson: Hitoshi Okawa (Senior Vice President, General Administration and Senior Vice President, Oceania Projects)
Committee members: Toshiaki Takimoto (Senior Vice President, Corporate Strategy & Planning, Legal Affairs; Head of Net
Zero Business), Yosuke Happo (Senior Vice President, Logistics & IMT), Hiroshi Kato (Senior Vice President, Global Energy
Marketing), Masaru Miyanaga (Senior Vice President, Domestic Energy Supply & Marketing), Yuzo Sengoku (Senior Vice
President, New Ventures & Global Exploration), Shoichi Kaganoi (Senior Vice President, Hydrogen & CCUS Development),
Kenji Kawano (Senior Vice President, Renewable Energy, Strategic Projects Office, Compliance; Head of Overseas Projects),
Akihiro Watanabe (Senior Vice President, Asia Projects), Munehiro Hosono (Senior Vice President, Europe & Middle East
Projects), Hiroshi Fujii (Senior Vice President, Abu Dhabi Projects), Hiromi Sugiyama (Senior Vice President, Domestic
Exploration & Production)(Information Security Committee)
The Information Security Committee was established in November 2007 for the purpose of examining and deciding various
measures necessary for maintaining, managing and strengthening information security. The Committee is chaired by the
Director in charge of information systems, deliberates on basic policies and important matters related to information security,and manages measures to respond to incidents related to information security and prevent their recurrence. The Committee met
two times during FY2023.
The members of the Committee as of the date of submission of this Report are as follows.
Chairperson: Yosuke Happo (Senior Vice President, Logistics & IMT)
Vice chairperson: Hitoshi Okawa (Senior Vice President, General Administration and Senior Vice President, Oceania Projects)
Committee members: Toshiaki Takimoto (Senior Vice President, Corporate Strategy & Planning, Legal Affairs; Head of Net
Zero Business), Daisuke Yamada (Senior Vice President, Finance & Accounting), Hideki Kurimura (Senior Vice President,
Technical Headquarters and Senior Vice President, Innovation, HSE), Yuzo Sengoku (Senior Vice President, New
Ventures & Global Exploration)(INPEX Value Assurance System (IVAS) Committee)
The INPEX Value Assurance System (IVAS) Committee was established in May 2014 to confirm the readiness of major
projects in which the Company participates at an important stage and to contribute to the Company’s decision-making
regarding the enhancement and promotion of project value. The Committee, chaired by Senior Vice President, Technical
Headquarters, conducts cross-organizational technical assessments, etc., of new project acquisitions as well as existing projects
in each phase of exploration, evaluation, and development. The Committee met 28 times during FY2023.
The chairperson of the Committee as of the date of submission of this Report is as follows.
Chairperson: Hideki Kurimura (Senior Vice President, Technical Headquarters and Senior Vice President, Innovation, HSE)

23

[Translation]

3. Reasons for Adoption of Current Corporate Governance System

To ensure efficient corporate management and highly effective supervision based on its Mission, the Company has adopted thestructure of a company with Audit & Supervisory Board Members, whereby Audit & Supervisory Board Members audit the businessexecution of Directors who are well versed in their respective duties. In addition, in order to respond accurately and quickly to a
rapidly changing business environment and the expansion of the Company’s business activities, the Company has introduced an
Executive Officer system aimed at further strengthening its business execution structure with the goal of further enhancing theagility and efficiency of its management structure.
The Company frequently engages in important negotiations with national governments and international energy companies. This
necessarily requires Directors and Executive Officers within the Company who have knowledge and expertise related to theCompany’s business, international experience, and familiarity with their duties. By having inside Directors serve concurrently as
Executive Officers in principle, the Company ensures an organizational structure that allows the Board of Directors to make optimal
decisions related to business execution based on a better understanding of the current management and business environment, while
simultaneously ensuring the effective supervision of management. In addition, from the viewpoint of enhancing managementtransparency and strengthening the effectiveness of the Board of Directors’ supervisory function, the Company has appointed five
Independent Outside Directors out of the ten members of the Board of Directors to, from an independent standpoint, provide advice
based on their own knowledge, supervise management, oversee transactions involving conflicts of interest, and appropriately reflect
the views of stakeholders to the Board of Directors, so as to leverage objective perspectives that differ from those of insiders for the
purpose of management.
These Independent Outside Directors have been appointed from external personnel with abundant experience and extensive insightas corporate managers, academics, or other experts in the resources and energy industry, finance, legal affairs, and other fields.
Furthermore, four of the Company’s five Audit & Supervisory Board Members are Independent Outside Audit & Supervisory Board
Members. In order to ensure the independence of Audit & Supervisory Board Members and the effectiveness of audits, thereby
strengthening the function of audits, the Company has established the Audit & Supervisory Board in accordance with laws andregulations, assigned several dedicated assistants to the Audit & Supervisory Board Members’ Office as an organization to support
Audit & Supervisory Board Members in their duties, and engaged in initiatives aimed at strengthening coordination with the internal
audit department (Audit Unit) and the accounting auditor.

24

[Translation]

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize General Meeting of Shareholders and Facilitate Exercise of Voting Rights
Supplementary Explanation

Early Notification of General
Meeting of Shareholders

The notice of general meeting of shareholders (materials for the general meeting ofshareholders for shareholders who requested the delivery of hard copies of the materials)
describing how to access the materials for the 18th Ordinary General Meeting of
Shareholders held on March 26, 2024, was dispatched on March 4, 2024, three weeks prior
to the meeting. In addition, the materials for the General Meeting of Shareholders wereposted on the Company’s website on February 26, 2024, prior to the dispatch of theaforementioned materials.

Scheduling of General Meeting of
Shareholders Avoiding the Peak Day

The 18th Ordinary General Meeting of Shareholders was held on March 26, 2024.

Electronic or Magnetic Exercise of
Voting Rights

Exercise of voting rights via the Internet has been introduced. “Smart Ko-Shi,” a QR
code-based smartphone service for exercising voting rights, has also been introduced.

Participation in Electronic Voting
Platform and Other Efforts toEnhance the Voting Environment for
Institutional Investors

The Electronic Voting Platform has been introduced.

Providing Convocation Notice inEnglish (Translated Fully or
Partially)

English versions of notices of general meetings of shareholders and notices ofresolutions are prepared and posted on TDnet and the Company’s website at the sametime as the Japanese versions of the notices, etc.

Other

For the convenience of shareholders, the Company has adopted the “Smart
Convocation” service, an online version of the notice of general meeting ofshareholders.
The proceedings of the 18th Ordinary General Meeting of Shareholders held on March
26, 2024, were streamed live via the Internet. The Company also gathered commentsfrom shareholders in advance via the Internet and responded to matters of significant
interest on the day of the General Meeting of Shareholders.

2. Status of IR-related Activities Updated
Supplementary Explanation

Explanation byRepresentative

Preparation and Publication ofDisclosure Policies

The IR section of the Company’s website(https://www.inpex.co.jp/english/ir/policy.html) contains informationon the Company’s information disclosure policy, internal systems
concerning information disclosure, an overview of internal rules, andthe status of its IR activities.

Regular Investor Briefings Held forIndividual Investors

Investor briefings for individual investors are held on a regular basis.
(The briefings are held either in person or virtually depending on thecircumstances.)

Not Held

Regular Investor Briefings Held for
Analysts and Institutional Investors

The Company holds financial results presentations every six months
for analysts and institutional investors in Japan and overseas on
topics ranging from financial results to financial forecasts, withJapanese-English simultaneous interpretation provided. (Thepresentations are held both in person and via live streaming.)
After financial results presentations are over, video recordings of theproceedings are viewable in the IR section of the Company’s website
in both Japanese and English.
In addition, the Company holds Investor Days for analysts andinstitutional investors in Japan and overseas to share information on
its business activities and other topics on an ad hoc basis.

Held

Regular Investor Briefings Held forOverseas Investors

The Company organizes overseas IR roadshows in regions such as
Europe, North America, and Asia, while participating in conferences
and holding one-on-one meetings as necessary. (These events areheld either in person, by phone, or virtually depending on thecircumstances.)

Held

25

[Translation]

Supplementary Explanation

Online Disclosure of IR Information

Besides publishing the materials listed below, the Company also
discloses various information such as the latest news releases, theCompany’s performance and financial information, crude oil prices
and foreign currency exchange rates, the Company’s stock price andstock information in the IR section of the Company’s website(https://www.inpex.co.jp/english/ir/).
• Financial results• Financial results presentation materials• Annual Securities Reports/Quarterly Securities Reports• Integrated Reports• Sustainability Reports• Shareholder newsletters (reports on business activities)• Materials for general meetings of shareholders (notices of general
meetings of shareholders, notices of resolutions, extraordinary
reports)

Establishment of Department and/orManager in Charge of IR

Department in charge of IR: Corporate Communications Unit,
Investor Relations Group
Director in charge of IR: Toshiaki Takimoto (Director, Senior
Managing Executive Officer; Senior Vice President, Corporate
Strategy & Planning, Legal Affairs; Head of Net Zero Business)
Person responsible for IR administration and liaison: Yoshihiro
Wakita (General Manager, Corporate Communications Unit)

26

Explanation byRepresentative

[Translation]

3. Status of Measures to Ensure Due Respect for Stakeholders Updated
Supplementary Explanation

Provisions to Ensure Due Respect
for Stakeholders in Internal Rules,
Etc.

The INPEX Group has formulated the Sustainability Principles as guidelines for fulfillingits corporate social responsibilities and remaining a company trusted by society, as well as
the Business Principles as principles that must be observed by all INPEX officers andemployees in the performance of their duties in the INPEX Group, in addition to therelevant laws, regulations, and internal rules. These Principles stipulate respect for the
position of stakeholders.
The INPEX Group has also established the Code of Conduct as rules for implementing
compliance so that officers and employees of the INPEX Group can put into practice theBusiness Principles to be observed in the performance of their duties based on the Mission
and Sustainability Principles. The Code of Conduct stipulates the need to endeavor to build
relationships of mutual trust with stakeholders and to contribute to society.
In addition, the INPEX Group Human Rights Policy comprehensively presents theCompany’s stance on respect for human rights.
Overseas offices and local offices of each project company have established their own
codes of conduct, whose content has been adapted as necessary to the laws, customs andother circumstances of the respective countries and regions in which they operate, to theextent that the codes do not conflict with the Code of Conduct of the INPEX Group.

Implementation of Environmental
Preservation Activities and CSR
Activities, Etc.

The INPEX Group promotes initiatives on sustainability issues, including ESG issues, inline with its Sustainability Principles and Sustainability Material Issues, while also taking
into consideration the interests of stakeholders in each country and region where projects
are implemented. In addition, it has established and operates the Sustainability Committee,
chaired by the Representative Director, President & CEO, for the purpose of promoting
these initiatives.
The promotion structure and details of specific activities are described in the Sustainability
Report and on the Company’s website (https://www.sustainabilityreport.inpex.co.jp/2023/en/).
The INPEX Group believes that one of the most important sustainability issues it must givepriority to addressing in the course of developing its business worldwide is the protectionof the environment in regions where it operates its business and on a global level.
Therefore, the INPEX Group has established the Health, Safety and Environmental Policy,
which states the basic principles of the INPEX Group’s initiatives with respect to HSE(Health, Safety and Environment).

Formulation of Policies, etc. on
Information Provision to
Stakeholders

The Sustainability Principles stipulate that the Company shall seek to communicate withshareholders, employees, customers, business partners, residents of communities in which
it operates, and society at large, while ensuring the proactive and fair disclosure ofcorporate information. Based on these Principles, the Company discloses and disseminates
information in a proactive and timely manner through IR activities for shareholders andinvestors, general meetings of shareholders, the Company’s website, and public relations
activities, as part of its efforts to improve management transparency and the accountabilityof managers. In addition, by providing employees with regularly updated online internal
newsletters, the Company is constantly working to enhance the dissemination of
information and promote communication between different departments and business sites.
With regard to internal systems, internal rules for corporate information disclosure havebeen established to systematically organize the timely disclosure system, while information
management, as well as communication/disclosure processes, etc., have been established
for the INPEX Group as a whole to strengthen the information disclosure system. The IR
section of the Company’s website (https://www.inpex.co.jp/english/ir/policy.html) contains
information on the Company’s information disclosure policy, etc.

27

[Translation]

Supplementary Explanation
INPEX HR VISION
For the INPEX Group to sustain responsible management as a global company, we believethat it is important to diversify our workforce and nurture human resources who can share
our values globally. To achieve this, our Human Resources department has established the“INPEX HR VISION” as a common vision for human resources departments under the
INPEX Group, which comprises four key components and has been formulated inconsultation with the heads of human resources departments in each country.
We are working to build a highly internationally competitive organization by promoting
various human resources policies from a global perspective with these four key
components at their core, thereby improving the capabilities of employees and achieving
results as a team.
Developing the INPEX Values and becoming the “Employer of Choice”
The INPEX Group recognizes the importance of putting into practice the INPEX Values,
which were established as a set of shared values for all officers and employees of the
INPEX Group, so that each and every employee, regardless of age, gender, nationality, etc.,
can demonstrate his or her own abilities.
In addition, we regularly hold psychological safety seminars for officers and employees, aswell as open-office hours for the President’s Office and town hall meetings, and stimulate
communication through team-building activities, etc., to create an organizational culturethat is conducive to innovation and the free and vigorous exchange of opinions, with theaim of becoming the most rewarding company to work for and the “Employer of Choice”
on a global level.

Other

Strengthening collaboration across the GroupFor the INPEX Group to achieve sustainable growth in a rapidly changing businessenvironment, we believe it is important for foreign employees, who account for
approximately 40% of our workforce, to work together to achieve growth and innovationby leveraging the knowledge and experience they have accumulated to date and integrating
their strengths and capabilities. Specifically, we have established an organization in which
employees of the Company and its overseas subsidiaries can freely interact when
promoting individual projects, and we regularly hold global workshop meetings andtechnological exchange meetings in various departments as part of our sustained efforts toshare knowledge and experience and pursue best practices across the INPEX Group as awhole.
At the same time, we support the development of human resources by offering leadershipprograms and skills-based training tailored to the circumstances of each country. We havealso established a head office training program for employees of overseas subsidiaries, etc.,with the potential to become future leaders to expand their horizons and foster a sense ofunity with the INPEX Group. This program had been suspended due to the COVID-19
pandemic but resumed in 2023, with seven employees from Australia currently working at
our head office.
Key initiatives focused on transforming INPEX into the most rewarding company to workfor<Working autonomously>
In order to motivate employees and ensure the appropriate deployment and appointment of
human resources, the Company has introduced a fixed-term system for line management
positions, an internal recruitment system, and a scheme to facilitate internal side work. In
addition, we have adopted a personnel system in which compensation is determined basedon the responsibilities and roles of employees instead of their age or work history.
<Promotion of diversity>(i) The INPEX Group’s Code of Conduct stipulates that we shall not discriminate based on
race, gender, sexual orientation, gender identity, age, etc., and we have engaged in the
promotion of diversity, equity, and inclusion measures through activities such as the
INPEX LGBT Ally program. In recognition of these ongoing efforts, the Company has
been awarded Gold or Silver ratings in the PRIDE Index, an evaluation index for efforts
aimed at addressing issues related to LGBTQ+ and other sexual minorities in theworkplace, since FY2019.

28

[Translation]

Supplementary Explanation(ii) Although women are active in all positions within the INPEX Group, we recognize thatthe disproportionate representation of women across positions and the low percentage ofwomen in management positions remain an issue. We aim to increase the percentage ofwomen in management positions to 6% by the end of FY2025, which is approximately
double the percentage in 2021. To address this issue, we will more proactively recruit
women with the potential to rise to management positions as career hires and continue to
implement measures to form a female population, such as participating in events aimed at
female students when hiring new graduates, in order to ensure the percentage of womenamong new hires is 30% or more each year.
(iii) In addition, we will continue to maintain our policy of appointing the right people to
the right positions with the goal of increasing the percentage of foreign nationals andcareer hires in management positions beyond the current percentage. The percentage ofmale employees taking childcare leave is over 70%. We will continue to provide support toincrease this percentage and facilitate diverse work styles that cater to employees withchildcare or nursing care needs through the introduction of work-from-home schemes,
flextime systems without core working hours, etc.

Other

<Health management>
The INPEX Group regards the management of the physical and mental health of each
employee as a management issue. In September 2018, the Group issued the INPEX Group
Health Statement both internally and externally, and we are working to further maintainand improve the health of employees.
Specifically, we recognize that having stronger mental health measures is a common issue
worldwide, and we are promoting initiatives such as e-learning, cooperation withphysicians, and follow-up for returning to work. In addition, we are working on measures
to maintain the health of employees suffering from intractable diseases such as cancer by
providing them with support for balancing their health with work responsibilities. We arepromoting initiatives to further maintain and promote good health and create workplaces
that meet the needs of well-being across the INPEX Group, while taking into account theculture, customs and other circumstances of each country and Group company.
The Company has established the Health Management Committee to strategically promotehealth management across the Company as a whole. As a result of these efforts, we havebeen recognized as a Health & Productivity Stock for four consecutive years from 2020 to2023, and as a White 500 organization in the large enterprise category of the CertifiedHealth & Productivity Management Outstanding Organizations Recognition Program forfive consecutive years from 2019 to 2023.
<Safety>
The INPEX Group places great emphasis on safety, as stable production operations thatprioritize safety above all else are the cornerstone of sustainable growth for the Company
given the nature of its business. We are working to create safe workplaces under the mottoof “going home every day with a smile,” with the “Safety Number One” mindset having
gained traction at our overseas business sites as well.
To realize “Safety Number One,” one of the INPEX Values, the management teampersonally visits the sites of the INPEX Group’s operations in Japan and overseas to gain afirsthand understanding of the risks involved in on-site operations, and to directly
communicate the importance of HSE to the site. These HSE management site visits that are
conducted on an ongoing basis are an opportunity for each employee working at the site ofoperations to recognize the importance of safety. Through these activities, we will foster aculture of safety and strive to further prevent occupational injury throughout the Company whileworking toward achieving stable, incident-free operations.

29[Translation]

IV. Matters Concerning Internal Control System
1. Basic Views on Internal Control System and Status of Development[Resolutions of the Company regarding the Development of the Systems for Ensuring Proper Operations (Internal
Control Systems)]
The following is a summary of the resolutions of the Company, regarding the “Development of the Systems for Ensuring the Proper
Operations as a Stock Company (Internal Control Systems).” This summary reflects a partial revision made by a resolution of theBoard of Directors meeting.
(1) Systems to Ensure that Directors and Employees of the Company Execute their Duties in Compliance with Laws andRegulations and the Articles of Incorporation
To ensure that Directors and employees of the Company execute their duties in compliance with applicable laws and regulations
and the Articles of Incorporation, the Company shall develop a Sustainability Principles and Business Principles and establish
a system to ensure complete compliance.
The Company shall establish a Compliance Committee consisting of the Director in charge of compliance, the Senior Vice
Presidents of the standing organizational units, etc., to deliberate basic policies or other important matters related to compliance. By
monitoring the implementation of such policies and ensuring thorough dissemination through in-house training, etc., theCompany ensures that its Directors and employees comply with laws and regulations and the Articles of Incorporation in theexecution of their duties. Furthermore, the Company shall establish an internal whistle-blowing system with a department in chargeand external experts (lawyers), etc. as providers of consultation services. In order to ensure effective compliance systems andrelevant internal rules, the Company shall also verify and evaluate such systems and make the necessary improvements throughaudits, etc., carried out by the internal audit division, which reports directly to the President & CEO and other related in-house
departments or external experts. Based on the internal audit regulations, the internal audit division, which reports directly to the
President & CEO, shall prepare an internal audit plan for each fiscal year, and regularly report this plan and the results of internal
audits to the Board of Directors, full-time Audit & Supervisory Board Members and the Audit & Supervisory Board.
Furthermore, the Company shall develop a system to ensure the accuracy and reliability of financial reporting, and employ such
system properly while evaluating its effectiveness.
(2) Systems for the Storage and Management of Information Related to the Execution of Duties by Directors of the Company
In accordance with applicable laws and regulations, the Articles of Incorporation and internal rules, among others, the Directors
shall develop a system for information security administration, and appropriately store and manage documents and otherinformation related to the execution of their duties.
(3) Rules and Other Systems for Risk Management of the Company
To manage diverse risks related to the Group’s business activities, Directors shall cooperate closely with the related departments
to identify, analyze and evaluate such risks, and manage them in accordance with internal rules and guidelines, etc.
Furthermore, the functioning and other aspects of the risk management related to daily operations shall be verified andevaluated through audits, etc., carried out by the internal audit division, under the direct control of the President & CEO of theCompany and other related in-house departments or an external expert, and continually reviewed in response to changes in thebusiness environment.
(4) Systems to Ensure the Efficient Execution of Duties by Directors of the Company
In order to ensure that the systems to execute Directors’ duties efficiently are in place, the Directors shall manage business
operations with particular attention to the following:
1)
2)

With regard to certain major corporate decisions, an Executive Committee meeting attended by full-time Directors,
Managing Executive Officers, etc. shall be held weekly and as necessary to ensure that the duties are executed promptly andproperly.
With regard to the execution of daily duties, the authority of the President & CEO shall be delegated in accordance with theBoard of Directors’ Regulations and other internal regulations, and the persons in charge at each level shall execute theirduties promptly.

Furthermore, the Board of Directors shall formulate long-term management strategies and medium-term management
plans, and receive progress reports on the plans and targets.
The Company has adopted a division system and assigns Directors as a head of each division in order to achieve
efficient management of business operations and establish a responsibility structure. Each division shall implement
initiatives, which are important milestones of the business environment, while taking into account important risks
and their countermeasures, so as to realize goals in the management plan and other targets. The Executive
Committee shall receive progress reports on the plans and targets.

30

[Translation](5) Systems to Ensure the Proper Operations of the Group1)

Systems for Reporting the Company Matters Related to the Execution of Duties by Directors or Other Equivalent Managerial
Staff (hereinafter “Directors, etc.,”) of the Company’s Subsidiaries
In accordance with the internal rules on group management, the Company shall enter into agreements regarding groupmanagement with its subsidiaries, under which the Company requires that important matters of each subsidiary shall bereported to and approved by the Company.

2)

Rules and Other Systems for Risk Management of the Company’s Subsidiaries
For risk management of the subsidiaries of the Company, in accordance with the internal rules on groupmanagement, the Company shall conduct group-wide risk management via mutual cooperation with each subsidiary.
Furthermore, the Company shall require its subsidiaries to cooperate in audits, etc., carried out by the internal audit
division, under the direct control of the President & CEO of the Company and other related in-house departments or an
external expert to verify and evaluate the management of risks related to the daily operations of the subsidiaries. Based on
the results of such verification and evaluation, the Company shall have its subsidiaries conduct continuous reviewof their risk management in response to changes in the business environment.

3)

Systems to Ensure the Efficient Execution of Duties by Directors, etc., of the Company’s Subsidiaries
To ensure the efficient execution of duties by Directors, etc., of the Company’s subsidiaries, long-term
management strategies and medium-term management plans shall be shared among all the Group companies. Under thevision, the Company shall have its subsidiaries manage human resources and monetary resources efficiently and manage
business operations in accordance with the Company’s internal rules, etc., with particular attention to the following:i) Important matters of a subsidiary of the Company shall be determined by resolution of the Board of Directors meetings ofthe subsidiary or by consultation among the Directors of the subsidiary.
ii) Authority for the execution of daily duties by the Company’s subsidiaries shall be delegated based on regulations
stipulating the administrative authority of subsidiaries, and the persons in charge at each level shall execute theirduties promptly.

4)

Systems to Ensure that Directors, etc., and Employees of the Company’s Subsidiaries Execute their Duties in Compliancewith Laws and Regulations and the Articles of Incorporation
The Company shall establish a compliance system (including an internal whistle-blowing system) that is applied to the entire
Group, and this system shall be widely deployed and disseminated to all directors, auditors and other equivalent managerial
staff, as well as to employees of the Company’s subsidiaries.
In cooperation with its subsidiaries, the Company shall conduct audits, etc., of the subsidiaries, carried out by the internal
audit division, under the direct control of the President & CEO of the Company and by other related in-house departments oran external expert.
The Company shall strive to establish a system to ensure that Directors, etc., and employees of the subsidiaries execute
their duties in compliance with laws and regulations and the Articles of Incorporation, and enter into agreements
regarding group management with its subsidiaries in accordance with the internal rules on group management.

(6) Matters Regarding Employees Who Assist the Audit & Supervisory Board Members of the Company with Auditing
Duties in Cases Where the Audit & Supervisory Board Member of the Company Requests the Assignment of Such
Employees, Matters Regarding the Independence of Such Employees from Directors of the Company and Matters Related
to Ensure the Effectiveness of Instructions Given to Such Employees
The Company has set up the Audit & Supervisory Board Members’ Office as an independent organization from the businessexecution departments and shall deploy dedicated employees to assist the Audit & Supervisory Board Members withauditing duties in order to enhance the effectiveness of audits by Audit & Supervisory Board Members.
The employees who assist the Audit & Supervisory Board Members’ duties shall follow instructions from the Audit &Supervisory Board Members. Performance appraisals, personnel changes and disciplinary action against such employees assisting
the Audit & Supervisory Board Members shall require approval of the full-time Audit & Supervisory Board Members beforehand.

31[Translation](7) Systems for Reporting to the Audit & Supervisory Board Members of the Company
The Directors and employees of the Company, directors, auditors or other equivalent managerial staff, as well as employeesof the Company’s subsidiaries, or persons who receive a report from them, shall report and provide information to the
Audit & Supervisory Board Members of the Company as to the matters provided by laws and regulations, matters that might
have a significant impact on the Company and its Group companies, and other matters that an Audit & Supervisory Board Memberof the Company has determined to be reported to execute his/her duties. Also, the Audit & Supervisory Board Members of theCompany shall always be able to obtain business information whenever needed by attending the Board of Directors’ meetings andother important meetings, or by receiving internal approval documents, etc.
Regarding the internal whistle-blowing system of the Group, the Director in charge of compliance shall report to the Company’s
full-time Audit & Supervisory Board Members swiftly as to the content internally reported by Group company directors,
auditors, other equivalent managerial staff, employees, and former employees within one year of leaving employment.
(8) Systems to Ensure that Reporters in the Preceding Section Will Not Receive Detrimental Treatment on the Grounds ofthe Whistle-Blowing
The Company shall prohibit detrimental treatment against directors, auditors, or other equivalent managerial staff, and employeesof the Group companies who reported to the Company’s Audit & Supervisory Board Members. And this position shall bedisseminated throughout the Group.
Regarding the internal whistle-blowing system of the Group, in case detrimental treatment against a whistle-blower isrecognized, a disciplinary action will be taken against the person who treated the reporter in such a way and the head of thedepartment to which the person belongs, pursuant to Rules of Employment, etc.
(9) Matters Related to Policies Concerning the Treatment of Expenses or Liabilities Incurred by the Execution of Duties by
the Company’s Audit & Supervisory Board Members such as Procedures for Prepayments or the Redemption of Such
Expenses
In case the Company’s Audit & Supervisory Board Members request prepayment or redemption of expenses for their execution ofduties, etc., based on Article 388 of the Companies Act, the Company shall swiftly process such expenses or liabilities except in thecase such expenses or liabilities are proven to be unnecessary for the execution of duties by such Auditors.
(10) Other Systems to Ensure Effective Audits by the Audit & Supervisory Board Members of the Company
The Representative Directors of the Company shall meet regularly with the Audit & Supervisory Board Members of theCompany, provide information as necessary and strive to communicate with them. At the same time, the Company shall secure
opportunities for Audit & Supervisory Board Members and Outside Directors to meet regularly, and strive to enhance their mutual
cooperation and information sharing.
The Company shall also improve the effectiveness of audits by establishing a system, etc., whereby the Audit & Supervisory
Board Members can cooperate with the internal audit division and receive reports regularly. Furthermore, to conduct audits by
the Audit & Supervisory Board Members, the Company shall ensure close cooperation between the Audit & Supervisory
Board Members and external experts such as lawyers, certified public accountants and certified tax accountants, among others.

2. Basic Views on Eliminating Anti-Social Forces and Status of Development

The INPEX Group takes a firm stance on eliminating any relationship with anti-social forces that threaten the order and safetyof civil society. At the same time, the Company endeavors to collect information from relevant government agencies, industry
associations and local companies on a regular basis, and in the event that it receives unreasonable demands from anti-social
forces, the Company shall respond in a resolute manner while coordinating closely with the police, other relevant authorities ,and legal experts.

32

[Translation]

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

Not Adopted

Supplementary Explanation for Applicable Items
The Company’s Articles of Incorporation stipulate that decisions on certain important management-related matters require theresolution of a general meeting of Class A stock shareholders (“Class A stock shareholders’ meeting”), in addition to the resolutionof a general meeting of shareholders or that of the Board of Directors. For details on Class A stock, see “Other Special Circumstances
Which May Have a Material Impact on Corporate Governance” above.

2. Other Matters Concerning Corporate Governance System[Overview of the Timely Disclosure System]
The Company discloses information in a timely, appropriate, and fair manner through press releases and other public relations
activities as well as on its website, and seeks to promote a better understanding of the INPEX Group through engagement withshareholders and investors as well as through general meetings of shareholders, as part of its efforts to improve managementtransparency and the accountability of managers.
1.

Internal systems
The Company has designated the Senior Vice President, Corporate Strategy & Planning, as the Corporate Information
Handling Officer responsible for the timely disclosure of corporate information. In addition, the Company has established the
Corporate Communications Unit as the department in charge of practical matters related to the timely disclosure of corporate
information.
In addition, internal rules for corporate information disclosure have been established to systematically organize the timely
disclosure system, while information management/collection, disclosure processes, as well as disclosure methods, etc., havebeen established for the INPEX Group as a whole to strengthen the information disclosure system.

2.

Procedures for timely disclosure
The Company’s procedures for the disclosure of information subject to timely disclosure are as follows.
(1) The internal rules for corporate information disclosure stipulate that in the event that officers and persons in charge of all
departments, including those at Group companies, become aware of important corporate information, material information,or any other information that may constitute such information, they are required to report it immediately to the Corporate
Information Handling Officer via the person in charge of the Corporate Communications Unit.
(2) To complement the above process, the person in charge of the Corporate Communications Unit attends meetings of the
Executive Committee to gather important corporate information and material information. For Group companies, mattersthat require the Company’s prior approval and matters that are required to be reported on a case-by-case basis are stipulated
in the internal rules on group management.
(3) The Senior Vice President, Corporate Strategy & Planning, who is the Corporate Information Handling Officer, and the
Corporate Communications Unit collect information subject to disclosure (decisions, incidents, financial information, etc.)
in a comprehensive manner and carry out the disclosure in accordance with the internal rules on administrative authority
and under the direction of the Senior Vice President, Corporate Strategy & Planning, following a resolution by the Boardof Directors in the case of the disclosure of matters resolved by the Board of Directors, or a resolution by the Executive
Committee in the case of other matters. Disclosure of information that requires urgent disclosure, such as information
related to the occurrence of incidents, shall be made with the approval of the President.
(4) The Company strives to comprehensively control all important corporate information and material information and toprevent insider trading in accordance with the internal rules against insider trading.

3.

System for monitoring timely disclosure
The Audit Unit, which reports directly to the President, monitors the state of development and operation of the timely
disclosure system through internal audits and assessments based on the internal control reporting system.

[Compliance]
The Company has systematically established a compliance system that is indispensable for its sustainable development andstrives to ensure compliance with laws and regulations and corporate ethics. Specifically, the Company has established theCompliance Committee, which deliberates on basic policies and plans pertaining to compliance as well as important matters,
and manages the implementation status of compliance activities, in order to promote consistent compliance efforts across theentire INPEX Group. In addition, in line with the Sustainability Principles, the Company has established the Business Principles
that must be observed by all officers and employees without exception in the performance of their duties, as well as the Code of
Conduct for implementing these Principles. The Company is also working to expand and strengthen compliance activities
throughout the workplace as a whole by holding semi-annual meetings between compliance promotion personnel assigned toeach department and the department in charge of compliance.
A system has been established in which the Director in charge of compliance and the Compliance Committee promptly consider
and implement the necessary countermeasures in the event of serious compliance-related incidents. The Director in charge of33

[Translation]compliance and the Compliance Committee cooperate with the Audit & Supervisory Board and its Members, the accounting auditor,
and the internal audit department (Audit Unit), as well as with the equivalent bodies and departments at subsidiaries, etc., to (1)develop and implement compliance-related measures, (2) monitor the status of implementation of these measures, (3) raiseawareness of compliance, (4) receive reports on compliance violations and conduct investigations, (5) issue warnings and take otheraction against violations, and (6) formulate measures to prevent the recurrence of violations.
In addition, the Company has established an internal whistle-blowing system that is accessible throughout the entire INPEX Group,and regularly conducts internal compliance training by business theme and by job level. Furthermore, our overseas offices haveestablished and implement their own codes of conduct in line with the laws, regulations and culture of the respective countries inwhich they operate, as part of efforts to strengthen our compliance system worldwide.
[HSE Management System]
The INPEX Group strives to continuously improve its occupational health and safety, process safety, and environmental
conservation efforts under its HSE Management System, which encompasses health, safety, and environmental initiatives that weredeveloped with reference to ISO 9001, ISO 14001, ISO 45001, and the guidelines of the International Association of Oil & Gas
Producers (IOGP).
This system comprises documents such as the Health, Safety and Environmental Policy, the HSE Management System Regulations,and various other standards and guidelines, and it is operated and managed by the Corporate HSE Committee and departments incharge of HSE.
[Information Security Measures]
The INPEX Group has established the Information Security Policy to maintain the confidentiality, integrity and availability of its
information. Furthermore, under the supervision of the Information Security Committee, which has been established as a companywide body, the INPEX Group has developed related rules and management systems and systematically adopted the necessary
systems-based, physical, and personnel-related measures to protect its information assets.
As part of efforts to prevent the leakage of information from inside the Company, we have not only adopted systems-based measures
but have also been conducting activities aimed at raising awareness of information security within the Company and instilling a
corporate culture based on the value and mindset of handling information assets appropriately. In addition to systems-based
measures aimed at the detection and prevention of external attacks, a 24/7 monitoring system has been established to ensure prompt
action and rectification in the event of incidents, while a Computer Security Incident Response Team (CSIRT) has been set up andoperated as a response organization.
In order to fulfill its corporate social responsibilities, the Company will strengthen its corporate governance and promote rigorouscompliance while strengthening coordination within the INPEX Group, thereby enhancing the INPEX Group’s overall capabilities.

34

[Translation]

Corporate Governance Framework35

[Translation]

36

[Translation]

The Company’s Initiatives Concerning the Principles of Japan’s Corporate Governance Code
The Company complies with all the principles and supplementary principles of Japan’s Corporate Governance Code, whose status of
implementation is as follows.
GeneralSupplemenCorresponding Section(s) in the Company’s
PrinciPrincitary
Content of Japan’s Corporate Governance Code Corporate Governance Guidelines (Hereinafter the
ples
ples
Principles“Guidelines”), This Report, etc.
Securing the Rights and Equal Treatment of Shareholders
Guidelines, Article 5, Paragraph 1
1.1
Securing the Rights of Shareholders
This Report
III. Implementation of Measures for Shareholders
and Other Stakeholders, 1. Measures to Vitalize
General Meeting of Shareholders and Facilitate
Exercise of Voting Rights
1.1.1
Analysis of Reasons for Dissenting Votes at
Guidelines, Article 5, Paragraph 2
General Meetings of Shareholders and Necessityof Dialogue with Shareholders, Etc.
1.1.2

1

1.1.3

1.2

1.2.1

1.2.2

1.2.3
1.2.4

Establishment of a System for Delegating Matters Articles of Incorporation, Articles 10, 41, 49 andResolved at General Meetings of Shareholders to 53
the Board of Directors
https://www.inpex.co.jp/english/ir/shareholder/pdf/articles_en.pdf
Guidelines, Article 16, Paragraphs 1 and 3
As of the date of submission of this Report, thepercentage of Outside Directors on the Board of
Directors was 50%, and the percentage ofindependent outside persons as members of theBoard of Directors, including Audit &Supervisory Board Members, was 60%.
Guidelines, Article 5, Paragraph 1
Consideration for the Exercise of Rights by
Share Handling Regulations
Shareholders
https://www.inpex.co.jp/english/ir/shareholder/pdf/regulations_en.pdf
Guidelines, Article 4, Paragraph 1
Exercise of Shareholder Rights at General
Shareholder Meetings
Guidelines, Article 4, Paragraph 4This Report
III-1. Measures to Vitalize General Meeting of
Shareholders and Facilitate Exercise of Voting
RightsAppropriate Provision of Information That
Guidelines, Article 4, Paragraph 2Contributes to the Making of Appropriate
Guidelines, Article 4, Paragraph 4
Decisions by Shareholders
Early Sending of Convening Notices, and Their
Guidelines, Article 4, Paragraph 2
Electronic Publication on TDnet and theThis ReportCompany’s Website Prior to Sending
III-1. Measures to Vitalize General Meeting of
Shareholders and Facilitate Exercise of Voting
RightsAppropriate Scheduling of General Meetings of
Guidelines, Article 4, Paragraph 3
Shareholders
Creating an Environment for the Electronic
Guidelines, Article 4, Paragraph 4
Exercise of Voting Rights and English Translationof Convening Notices

1[Translation]
GeneralSupplemenCorresponding Section(s) in the Company’s
PrinciPrincitary
Content of Japan’s Corporate Governance Code Corporate Governance Guidelines (Hereinafter the
ples
ples
Principles“Guidelines”), This Report, etc.
1.2
1.2.5
Exercise of Voting Rights at General Meetings of Guidelines, Article 4, Paragraph 5
Shareholders by Institutional Investors Who Hold
Shares in the Name of Trust Banks, etc.
(Considerations on the Exercise of Voting Rights)
1.3
Basic Strategy for Capital Policy
Guidelines, Article 6
INPEX Vision @2022
https://www.inpex.co.jp/english/company/midterm.htmlGuidelines, Article 7
1.4
Cross-Shareholdings
This Report
I-1. Disclosure Based on Each Principle of the
Corporate Governance Code
When cross-shareholders (i.e., companies who
1.4.1
Relationship With Cross-Shareholders
hold the Company’s shares for the purpose ofcross-shareholding) indicate their intention to sell
their shares, the Company does not hinder the saleof the cross-held shares by, for instance, implying
a possible reduction of business transactions.
The Company does not engage in transactions
1.4.2
Transactions With Cross-Shareholders
with cross-shareholders that may harm theinterests of the Company and the common
interests of its shareholders by, for instance,
continuing the transactions without carefully
1
examining the underlying economic rationale.
Anti-Takeover Measures
Guidelines, Article 8
1.5
Guidelines, Exhibit 1
In case of a tender offer for the Company’s shares,
1.5.1
Approach to Tender Offers
the Company shall clearly explain the position of
the Board of Directors, including any
counteroffers, if any, and shall not take measuresthat would unduly frustrate the rights ofshareholders to sell their shares in response to thetender offer.
With respect to the Company’s capital policies
1.6
Capital Policy That May Harm Shareholderthat would result in a change of control or inInterests
significant dilution, including a capital increase
and management buyouts, the Board of Directors
and Audit & Supervisory Board Members shall, inorder not to unfairly harm the existing
shareholders’ interests, carefully examine thenecessity and rationale of the policies from theperspective of fulfilling their fiduciary
responsibility to shareholders, ensure proper
procedures, and provide sufficient explanation toshareholders.
1.7

Related Party Transactions

Guidelines, Article 92

[Translation]
GeneralSupplemenCorresponding Section(s) in the Company’s
PrinciPrincitary
Content of Japan’s Corporate Governance Code Corporate Governance Guidelines (Hereinafter the
ples
ples
Principles“Guidelines”), This Report, etc.
Appropriate Cooperation with Stakeholders Other Than Shareholders
2.1
Mission as the Foundation of Corporate Value Guidelines, Article 2
Creation Over the Medium to Long Term
Missionhttps://www.inpex.co.jp/english/company/philoso
phy.html
Guidelines, Article 10, Paragraph 1
2.2
Code of Conduct
INPEX Values
https://www.inpex.co.jp/english/company/value.ht
mlGuidelines, Article 10, Paragraph 2
Business Principles
https://www.inpex.co.jp/english/company/policy.h
tml
2.2.1
Periodic Review of Code of Conduct
Sustainability ReportCompliance Management System
https://sustainabilityreport.inpex.co.jp/2023/en/compliance/promotion-initiatives.html
2.3
Sustainability Issues, Including Social andGuidelines, Article 3, Paragraph 1
Environmental Matters
2.3.1
Aggressive and Active Initiatives for
Guidelines, Article 3, Paragraph 2
Sustainability Issues
Sustainability Principles
https://www.inpex.co.jp/english/company/philoso
phy.html
This Report2
III-3. Status of Measures to Ensure Due Respect
for Stakeholders: Implementation ofEnvironmental Activities and CSR Activities, Etc.
2.4
Ensuring Diversity, Including Active Participation Sustainability Report: Human Capital, Our Policy
https://www.sustainabilityof Women
report.inpex.co.jp/2023/en/people/our-policy.html
2.4.1
Disclosure of Targets for Ensuring Diversity andThis Report
Their Status, and Disclosure of Basic Policies for III-3. Status of Measures to Ensure Due Respect
Human Resource Development and Internal
for Stakeholders: Other
Environment Development and Their Status of
Implementation
2.5
Whistleblowing
Guidelines, Article 10, Paragraph 3
2.5.1
Establishment of a Whistleblowing Point ofContact and Development of Rules to SecureThis Report
Confidentiality of Information Providers andIV-1. Basic Views on Internal Control System andProhibit Disadvantageous Treatment
Status of Development
Resolutions of the Company Regarding theDevelopment of the Systems for Ensuring Proper
Operations (Internal Control Systems)
Systems to Ensure that Reporters in the Preceding
Section Will Not Receive Detrimental Treatment
on the Grounds of the Whistle-Blowing
2.6
Roles of Corporate Pension Funds as Asset
This Report
OwnersI-1. Disclosure Based on Each Principle of the
Corporate Governance Code3
Ensuring Appropriate Information Disclosure and Transparency
3

[Translation]
GeneralSupplemenPrinciPrincitary
Content of Japan’s Corporate Governance Code
ples
ples
Principles
3.1
Enhancement of Information Disclosure

Corresponding Section(s) in the Company’s
Corporate Governance Guidelines (Hereinafter the“Guidelines”), This Report, etc.

i)

Company objectives (e.g., Mission), businessstrategies and business plansii)

Basic views and guidelines on corporate
governance based on each of the principles of the
Code

iii)

Basic policies and procedures for the Board of
Guidelines, Article 27
Directors in determining the compensation ofsenior management and Directors
Basic policies and procedures for the Board of
Guidelines, Article 25
Directors in the appointment of senior
Guidelines, Article 28
management and the nomination of candidates for
Directors and Audit & Supervisory Board
Members

iv)

v)

3.2

Explanations with respect to individual
appointments of senior management andnomination of candidates for Directors and Audit& Supervisory Board Members by the Board of
Directors

3.1.1

Information Disclosures Pertaining to the Above

3.1.2

Information Disclosure and Provision in English

3.1.3

Sustainability-Related Initiatives, Etc.

3.2.1
i)

ii)

External Accounting Auditors
Actions to Be Taken by the Audit & Supervisory
Board
Establishment of standards for the selection andevaluation of external accounting auditors(candidates)
Verification of independence and expertise of
external accounting auditors

4

Guidelines, Article 2
Guidelines, Article 15
This Report
I-1. Disclosure Based on Each Principle of the
Corporate Governance Code
Guidelines, Article 2(Directors) Notice of the 18th Ordinary General
Meeting of Shareholders(Audit & Supervisory Board Members) Notice ofthe 17th Ordinary General Meeting of
Shareholders
https://www.inpex.co.jp/english/ir/shareholder/me
eting.html
The Company pays attention to i) through v)
above in order to provide high value-added
disclosures for users.
The Company discloses and provides thenecessary information in its disclosure
documents in English.
https://www.inpex.co.jp/english/
This Report
I-1. Disclosure Based on Each Principle of the
Corporate Governance Code
Sustainability Reporthttps://sustainability-report.inpex.co.jp/2023/en/
Guidelines, Article 23
Guidelines, Article 22 (1)[Translation]
GeneralSupplemenCorresponding Section(s) in the Company’s
PrinciPrincitary
Content of Japan’s Corporate Governance Code Corporate Governance Guidelines (Hereinafter the
ples
ples
Principles“Guidelines”), This Report, etc.
3.2.2
3.2
Actions to Be Taken by Directors and the Audit & This ReportSupervisory Board
II-2. Matters Concerning Functions of Business
Execution, Auditing and Supervision,i)
Ensuring adequate time for audits
Nomination, and Compensation Decisions(Overview of Current Corporate Governance
System), c) Activities of Audit & Supervisory
Board Membersii)
Ensuring access to senior management by external The Company ensures opportunities for meetings,
3
accounting auditors
etc., between external accounting auditors and theRepresentative Director, President & CEO, etc.
iii)
Ensuring coordination between externalThis Reportaccounting auditors and Audit & SupervisoryII-2. Matters Concerning Functions of Business
Board Members, the internal audit department,
Execution, Auditing and Supervision,and Outside Directors
Nomination, and Compensation Decisions(Overview of Current Corporate Governanceiv)
Establishment of a corporate response system inthe event that misconduct is identified by external System): (Coordination with the accounting
auditor), Corporate Governance Framework
accounting auditors, etc.
Responsibilities of the Board
4.1
Roles and Responsibilities of the Board of
Guidelines, Article 14, Paragraph 2
Directors (1)4.1.1
Determination and Disclosure of Scope of Matters Guidelines, Article 14, Paragraph 3
Delegated to Management
4.1.2
Efforts to Achieve the Medium-Term Business
Guidelines, Article 15, Paragraph 3
Plan and Response to Failure to Deliver
4.1.3
Supervision of Succession Plan for the Chief
Guidelines, Article 32
Executive Officer, Etc.
4.2
Roles and Responsibilities of the Board of
Guidelines, Article 27, Paragraph 2
Directors (2)4.2.1
Appropriate Setting of the Ratio of Compensation
Linked to Medium- to Long-Term Performanceand the Ratio of Compensation in Cash toCompensation in the Company’s Stock4
4.2.2
Formulation of a Basic Policy for Sustainability- Guidelines, Article 3
Related Initiatives
4.3
4.3.1

4.3.2
4.3.3
4.3.4

Roles and Responsibilities of the Board of
Directors (3)Appointment and Dismissal of Senior
Management Based on Highly Transparent andFair Procedures via an Evaluation of theCompany’s Business Results, Etc.
Establishment of Procedures for the Appointmentof CEO
Establishment of Procedures for the Dismissal ofCEO
Establishment and Supervision of Internal Control
and Risk Management Systems

5

Guidelines, Article 25, Paragraph 1
Guidelines, Article 25, Paragraph 2

Articles of Incorporation, Article 35
Guidelines, Article 32
Guidelines, Article 25, Paragraph 3
Guidelines, Article 18

[Translation]
GeneralSupplemenCorresponding Section(s) in the Company’s
PrinciPrincitary
Content of Japan’s Corporate Governance Code Corporate Governance Guidelines (Hereinafter the
ples
ples
Principles“Guidelines”), This Report, etc.
4.4
Roles and Responsibilities of Audit & Supervisory Guidelines, Article 20
Board Members and the Audit & Supervisory
Board
4.4.1
Increasing the Effectiveness of the Audit &Guidelines, Article 21
Supervisory Board by Combining Independence
Guidelines, Article 28
With Advanced Information Gathering
Guidelines, Article 22
Capabilities(1), (2), (3)Ensuring Coordination Between the Audit &Supervisory Board (Members) and Outside
Directors
4.5
Fiduciary Responsibilities of Directors and Audit Guidelines, Article 24& Supervisory Board Members
4.6
Supervision of Management, and Business
Guidelines, Article 26
Execution
4.7
Roles and Responsibilities of Independent Outside
Directors
Guidelines, Article 16, Paragraph 1
4.8
Effective Use of Independent Outside Directors
Notice of the 18th Ordinary General Meeting of
Shareholders
https://www.inpex.co.jp/english/ir/shareholder/me
eting.html
4.8.1
Exchange of Information and Shared Awareness
The Company ensures opportunities for the
Among Independent Outside Officers
exchange of information and the development of a4
shared awareness among Independent Outside
Officers by continuously holding regular meetingsof Outside Directors and Audit & Supervisory
Board Members, meetings of Audit &Supervisory Board Members and Representative
Directors, and business briefing sessions by inside
Directors.
4.8.2
Establishment of a Framework and Coordination The Company has established a framework andBetween Independent Outside Directors,
coordination between Independent Outside
Management, and the Audit & Supervisory Board Directors, management, and the Audit &(Members)
Supervisory Board (Members) by continuously
holding regular meetings of Outside Directors andAudit & Supervisory Board Members, meetingsof Audit & Supervisory Board Members andRepresentative Directors, and business briefing
sessions by inside Directors.
4.8.3
Establishment of Special Committees at Listed
Not applicable.
Companies With Controlling Shareholders
Guidelines, Article 29
4.9
Independence Standards and Qualifications for
Guidelines, Exhibit 2
Independent Outside Directors
4.10
4.10.1

Use of Optional Approaches
Involvement and Advice of Independent Outside
Directors Regarding Nomination andCompensation

6

Guidelines, Article 13, Paragraph 3

[Translation]
GeneralSupplemenCorresponding Section(s) in the Company’s
PrinciPrincitary
Content of Japan’s Corporate Governance Code Corporate Governance Guidelines (Hereinafter the
ples
ples
Principles“Guidelines”), This Report, etc.
4.11
Preconditions for Board and Audit & Supervisory Guidelines, Article 16, Paragraph 1
Board Effectiveness
Guidelines, Article 16, Paragraph 3
Notice of the 18th Ordinary General Meeting of
Shareholders
https://www.inpex.co.jp/english/ir/shareholder/me
eting.html
Guidelines, Article 28, Paragraph 1
4.11.1
Views on the Balance of Knowledge, etc.,
Guidelines, Article 16, Paragraph 1
Diversity, and Size of the Board of Directors as a Guidelines, Article 16, Paragraph 3
Whole, and Policies and Procedures Regarding the
Appointment of Directors
4.11.2
Annual Disclosure of Status of Concurrent Posts
Guidelines, Article 30
Held by Directors and Audit & Supervisory Board Notice of the 18th Ordinary General Meeting ofMembers as Officers at Listed Companies
Shareholders
https://www.inpex.co.jp/english/ir/shareholder/me
eting.html
Guidelines, Article 19
4.11.3
Analysis and Evaluation of the Effectiveness of
the Board of Directors as a Whole and Disclosure This Report
I-1. Disclosure Based on Each Principle of theof Results
Corporate Governance Code
4.12
Active Board Deliberations
Guidelines, Article 17
4.12.1
Matters for Ensuring Active Deliberations by
the Board of Directors
i)Advance distribution of materials
4ii)
Provision of other materials
iii)
Determination of annual schedule, etc.
iv)
Setting the number of agenda items and thefrequency of meetingsv)
Ensuring sufficient time for deliberations
4.13
Information Gathering and Support Structure
Guidelines, Article 31
4.13.1
Requests for Information by Directors andCollection of Information by Audit & Supervisory
Board Members
4.13.2
Consultation With External Specialists at theCompany’s Expense
4.13.3
Coordination Between the Internal Audit
Department, Directors, and Audit & Supervisory
Board Members, and Measures to Provide
Information to Outside Directors and Outside
Audit & Supervisory Board Members
4.14
Director and Audit & Supervisory Board Member Guidelines, Article 33
Training
4.14.1
Ensuring Opportunities for Directors and Audit &Supervisory Board Members, Including Outside
Directors and Outside Audit & Supervisory Board
Members, to Understand the Company’s Business,
Etc.
4.14.2Disclosure of Training Policy

7

[Translation]
GeneralSupplemenCorresponding Section(s) in the Company’s
PrinciPrincitary
Content of Japan’s Corporate Governance Code Corporate Governance Guidelines (Hereinafter the
ples
ples
Principles“Guidelines”), This Report, etc.
Dialogue with Shareholders
5.1
Policy for Constructive Dialogue With
Guidelines, Article 34
Shareholders
Guidelines, Exhibit 3
5.1.1
Meetings with Senior Management or Directors
This Report(Including Outside Directors)
I-1. Disclosure Based on Each Principle of the
Corporate Governance Code
5.1.2
Content of Policies for Promoting Constructive
Dialoguei)
Designation of management/Directors to oversee
general dialogue, etc.
ii)
Measures to ensure organic internal cooperation to
support dialogueiii)
Efforts to enhance means of dialogue aside fromindividual meetings
5
iv)
Measures to relay views and concerns ofshareholders identified through dialogue to senior
management and the Board of Directors
v)
5.1.3

Measures to control insider information
Identification of Shareholder Composition

5.2.1

Establishing and Disclosing Business Strategies
and Business Plans
Business Portfolio

5.2

END

8

Guidelines, Exhibit 3
The Company conducts a review of its
shareholders’ register as of the end of June andDecember every year to identify the beneficial
shareholders, and strives to identify its own
shareholder composition.
INPEX Vision @2022
https://www.inpex.co.jp/english/company/midterm.html