Corporate Governance Report
Last Updated: March 25, 2024
Hirofumi Nishira
Representative Director and President

JINUSHI Co., Ltd.

Contact: HR and General Affairs Division +81-3-6895-0070
Stock Exchange Code: 3252
https://www.jinushi-jp.com/en/
The corporate governance of JINUSHI Co., Ltd. (the “Company”) is described below.

I.

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

1. Basic Views Updated
We see Corporate Governance at the Company as a means of energizing the Board of Directors, the decisionmaking body of the Company, and of effectively utilizing the Company’s functions of monitoring and supervising
its senior management.
The various methods used for the smooth corporate management of the Company are covered by corporate
governance, and by increasing transparency for the stakeholders involved with the Company (shareholders,customers, employees, business partners, local communities, etc.), we aim to establish a system that realizes
efficient management.
Based on the above basic approach, our basic policy is to implement Japan’s Corporate Governance Code toensure rationality in our decision-making, and by further enhancing our corporate value, to respond to the
expectations of all our stakeholders.
(1) Management and business execution system
The Company has established the Audit and Supervisory Committee from the perspective of ensuring thetransparency and fairness of the decision-making process, as well as to realize effective corporate governance.
While holding deliberations and resolutions on the basic policy associated with the Group’s management andimportant matters as its decision-making body, by placing important matters on the agenda and throughregular reports on important matters, the Board of Directors also supervises the state of operational execution.
(2) Management monitoring and supervisory system
The Company elects multiple Outside Directors so that the Company’s management can receive appropriate
suggestions and advice from an objective standpoint and outside perspective and to strengthen the supervisory
function of the Board of Directors.
To strengthen the independence, objectivity, and accountability of the functions of the Board of Directors
associated with the nomination and remuneration of Directors, the Company has established an independent
Nomination and Remuneration Committee under the Board of Directors with Independent Outside Directors
as the main members.
When evaluating important items such as decisions on the nomination and remuneration of the senior
management, items are first thoroughly deliberated and resolved at the Nomination and Remuneration
Committee while sharing diverse opinions, and then proposed to the Board of Directors.
[Reasons for Non-Compliance With the Principles of Japan’s Corporate Governance Code] Updated
The Company complies with every principle of Japan’s Corporate Governance Code.
[Disclosure Based on the Principles of Japan’s Corporate Governance Code] Updated
The Company’s disclosure based on the principles of Japan’s Corporate Governance Code is as follows.

-1-

[Principle 1.4 Shares Held as Cross-Shareholdings](1) Policy on cross-shareholdings
By working to maintain and strengthen business relationships with our business partners, business partners
that we believe contribute to the medium- to long-term corporate value of the Company may acquire and own
shares in the Company. Furthermore, based on the assessment results listed in (2), we decide whether tocontinue to hold or to sell shares. In fiscal 2023, the Company sold ¥22 million in shares of one issue.
(2) Details of assessment with regard to cross-shareholdings
Each year at the Board of Directors, we perform a comprehensive assessment of the economic rationale ofshare ownership, including the goal of ownership, trading conditions, and the capital cost of individual issues.
We will continue to evaluate how to further improve these decision standards.
(3) Standards for exercising voting rights with regard to cross-shareholdings
In exercising our voting rights, the Company evaluates individual proposals and decides to vote for or against
proposals from the standpoints of playing a role in the efficient, sound management of the issuing company
and whether enhanced corporate value can be expected.
[Principle 1.7 Related Party Transactions]
While the Company does not conduct related party transactions in principle, in the rare event that transactions are
conducted between the Company and its officers or principal shareholders, to ensure that the interests of thecompany or shareholders are not damaged, the Board of Directors discusses and approves the transactions inquestion ahead of time in accordance with laws and regulations and receives reports on the status of transactions.
The majority of the Board of Directors is composed of Independent Outside Directors, and the Board of Directors
passes resolutions on related party transactions while fully considering the rationality and validity of thetransactions and ensuring that they do not diverge from general transaction standards.
Furthermore, the Company requests the submission of a “Survey Form on Transactions with Related Parties” fromits officers once each year, confirming the presence of transactions with related parties.
[Supplementary Principle 2.4.1 Ensuring Diversity]
The Company believes that enhanced corporate value is realized by responding to the various needs of society
through honest corporate activities.
Therefore, the Company believes that exchanging opinions among human resources with a wide range of values
not bound by preconceived notions is precisely what makes effective decision-making possible and in turncontributes to enhanced corporate value. The Company proactively conducts hiring not bound by gender or
nationality and builds a comfortable working environment, working to develop the next generation of management
leaders.
The Company’s policies for human resource development and internal environment development are disclosed in
the ESG Policy and the annual securities report (2 [Approach and initiatives for sustainability]).
(ESG Policy: https://www.jinushi-jp.com/en/sustainability/esg-policy/)(Annual securities report: https://www.jinushi-jp.com/ir/library/securities.html; available in Japanese only)
・[Women] As of December 31, 2023, there is one woman in a management position of the Company (excludes
persons seconded to subsidiaries; hereinafter, the same shall apply in this principle), representing 6.7% of the total.
In addition, the percentage of women among all employees is approximately 33.3%. In recent years, the Company
has been actively recruiting female employees with the intention of expanding opportunities for future
management appointments. In the future, we intend to increase the number of women in management positionsor the ratio of women in management positions from the current level.
・[Midcareer hires] The Company is actively hiring human resources who have diverse values and perspectives,
and who demonstrate originality based on their experience and abilities to promote innovation in the real estateindustry itself. As of December 31, 2023, the percentage of midcareer hires in management positions of theCompany is 100%.
・[Foreign nationals] As of December 31, 2023, there are no foreign nationals in management positions of theCompany, however, in the event that the Company expects to expand the ratio of overseas business in the future,
it will consider appointing foreign nationals as necessary.
The Company fairly evaluates and promotes employees with diverse skills, experiences, values, motivation, andabilities, regardless of race, nationality, religion, gender, age, disability, gender identity, or sexual orientation.

-2-

[Principle 2.6 Functioning as Asset Owner of Corporate Pension Funds]
Because the Company has no corporate pension system, the management of contributions to corporate pensions
do not affect the Company’s financial standing.
Furthermore, in the event a corporate pension system is introduced, we will pursue a responsible course of action
based on a recognition of the expected roles of asset owners.
[Principle 3.1 Enhancement of Information Disclosure](1) Company objectives (e.g., management philosophy), management strategies and business plans
The Company has formulated management philosophy and a medium-term management plan. In March 2024,
the Company identified materiality (material issues) related to sustainability.
(Management philosophy: https://www.jinushi-jp.com/en/company/vision/)(Results of Operations for the Fiscal Year Ended December 31, 2023:
https://www.jinushi-jp.com/en/ir/library/results.html; including the details and progress of the medium-term
management plan announced on February 14, 2022)(Materiality: https://www.jinushi-jp.com/en/sustainability/materiality/)(2) Basic views and policies on corporate governance based on each of the principles of the Code
* Please refer to I. Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other
Basic Information, 1. Basic Views.
(3) Policies and procedures of the Board of Directors in determining the remuneration of the senior management
and Directors* Please refer to II. Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Supervision in Management, [Director Remuneration],
Disclosure of Policy for Determining Remuneration Amounts or Calculation Methods Thereof.
(4) Policies and procedures of the Board of Directors in the appointment/removal of the senior management andthe nomination of Director candidates
The Company has established Nomination and Remuneration Committee of which Independent Outside
Directors consist the majority of the members.
The Representative Director and President is delegated by the Board of Directors to consult with theNomination and Remuneration Committee on plans related to the appointment and dismissal of senior
management. After deliberation and resolution by the committee, the plans are resolved by the Board of
Directors and the candidates are nominated. Members including Independent Outside Directors confirm thevalidity of Director candidates while receiving sufficient explanation from the Representative Director andPresident.
The Representative Director and President is also delegated by the Board of Directors to consult with theNomination and Remuneration Committee on plans for Directors candidates, and after deliberation andresolution by the committee, and with the consent of the Audit and Supervisory Committee in case of Directors
who are Audit and Supervisory Committee Members, the plans for the appointment/ dismissal of Director
candidates to be proposed to the general meeting of shareholders are resolved by the Board of Directors, andthe candidates are nominated.
(5) Explanations with respect to individual appointments and removals of the senior management andnominations of Director candidates based on (4) above by Directors
When nominating Director candidates, the reasons for the individual appointments and nominations areprovided in the notice of the general meeting of shareholders.
(Notice of the general meeting of shareholders: https://www.jinushi-jp.com/en/ir/stock/meeting.html)[Supplementary Principle 3.1.3 Sustainability Initiatives]
The Company identified materiality related to sustainability in March 2024. The approach and initiatives forsustainability are disclosed on the Company’s website and in the annual securities report.
(https://www.jinushi-jp.com/en/sustainability/)(Annual securities report: https://www.jinushi-jp.com/ir/library/securities.html; available in Japanese only)-3-The JINUSHI Business, the Company’s unique real estate investment method that only invests in land rather thanowning buildings, is a model that produces an extremely small volume of greenhouse gas emissions and industrial
waste.
Through the JINUSHI Business, the Company aims to contribute to the realization of a sustainable society.
In August 2023, the Company expressed its endorsement of the recommendations of the Task Force on Climaterelated Financial Disclosures (TCFD) and has disclosed information based on those recommendations.
(https://www.jinushi-jp.com/en/company/sustainability/).
In addition, the Company aims to be a major landowner in Japan as JINUSHI REIT grows. The main driving forceof this is each one of our employees who embrace the management philosophy and code of conduct, and take on
the challenge to further expand the JINUSHI Business, and the Company recognizes our human resources as animportant management resource.
The Company believes that the “be an adult” in the code of conduct is essential to promote human-resource
recruitment and promotion unconstrained by age and gender and to cultivate a corporate culture that is open(inclusive) and flat (egalitarian). The Company has identified this as a materiality and engages in human capitalmanagement.
We will continue to further enhance our efforts to date to solve various social issues and make appropriate
information disclosures.
[Supplementary Principle 4.1.1 Scope of Matters Delegated to the Senior Management]
The Board of Directors resolves not only on items stipulated by laws and regulations, but also items for discussion
stipulated by Articles of Incorporation and the Board of Directors rules.
Important items such as the medium-term management plan and the management policy are proposed to the Boardof Directors after deliberation by the Budget Committee, etc.
From the viewpoint of separating execution and oversight and strengthening their functions, the authority to makebusiness execution decisions other than those resolved by the Board of Directors is delegated to the Representative
Director and President, among others, and specific details are stipulated in the administration authority rules, etc.
[Principle 4.9 Independence Standards and Qualifications for Independent Outside Directors]
The Company selects candidates for Independent Outside Directors based on the independence standards
established by the Tokyo Stock Exchange.
[Supplementary Principle 4.10.1 Authority, Roles, etc. of the Nomination and Remuneration Committee]
The Company has established a Nomination and Remuneration Committee, whose members are made up of amajority of Independent Outside Directors.
For the authority, roles, etc. of this committee, please refer to II. Business Management Organization and Other
Corporate Governance Systems regarding Decision-making, Execution of Business, and Supervision in
Management, 1. Organizational Composition and Operation, [Voluntary Committee], Supplementary Explanation.
[Supplementary Principle 4.11.1 Views on the Balance Between Knowledge, Experience and Skills of the Boardof Directors as a Whole, Diversity and Size]
In addition to conducting proper supervisory of operational execution at the Board of Directors, to conduct
important decision-making through multi-faceted analysis, we believe that having a Board of Directors composedof Directors with diverse backgrounds is essential.
Furthermore, regarding the scale of the Board of Directors, after considering whether they can sufficiently exercise
the above roles of the Board of Directors, we secure the appropriate human resources as necessary, and theCompany currently has six Directors including Directors who are Audit and Supervisory Committee Members(including four Independent Outside Directors).
Given the importance of forecasting changes in the management environment and reflecting that forecast in the
management strategy in selecting Director candidates, we work to select well-balanced candidates with expertise,including candidates with management experience at other companies and knowledge of corporate management.
Furthermore, in this report, the Company has disclosed a so-called skill matrix that provides a list of theknowledge, experience, and skills of each Director.

-4-

[Supplementary Principle 4.11.2 Status of Concurrent Positions of Directors and Audit & Supervisory Board
Members With Other Listed Companies’ Officers]
So that they can exercise their roles and responsibilities appropriately, the Company makes every effort to avoid
having Directors who are not Audit and Supervisory Committee Members who concurrently serve as officers atother listed companies.
The status of Directors who concurrently serve as officers at other listed companies is provided in the notice ofthe general meeting of shareholders, etc.
(Notice of the general meeting of shareholders: https://www.jinushi-jp.com/en/ir/stock/meeting.html)[Supplementary Principle 4.11.3 Analysis, Evaluation, and Disclosure of the Overall Effectiveness of the Boardof Directors]
The Company analyzes and evaluates the effectiveness of the Board of Directors, and works to further improve
the functioning of the Board of Directors. As the methods for the analysis and evaluation, the Company used athird-party organization for the preparation and analysis of a questionnaire in January 2024. Following an analysisof those results, the Board of Directors held discussions at its meeting held in March 2024.
As a result, while the Company believes that the effectiveness of the Board of Directors is ensured, issues werepointed out from the viewpoint of further enhancing the composition and operation of the Board of Directors, andgoing forward, the Company will examine ways to realize further enhancements to the composition, operation,etc. of the Board of Directors. Aiming to continue to realize Board of Directors operations with a high level of
effectiveness, the Company will strive for further improvement.
[Supplementary Principle 4.14.2 Policy on Training of Directors and Audit & Supervisory Board Members]
The Company conducts training on compliance, provides materials related to the principles of Japan’s Corporate
Governance Code and other matters, and carries out other measures in order to promote understanding byDirectors of their roles and responsibilities.
Furthermore, the Company provides information as necessary to Outside Directors to deepen understanding of
the Company’s management philosophy, management policy, business activities, and organization.
The Company also offers support by providing the necessary opportunities for Directors to acquire knowledge
related to business, finance, organizations, and laws and regulations to fulfill their roles and responsibilities, aswell as its good offices and the required expenses.
[Principle 5.1 Policy for Constructive Dialogue With Shareholders]
The Company values constructive dialogue with shareholders and investors. Twice a year, we hold financial
results briefings for institutional investors and analysts in which the Representative Director and President
explains the Company’s business results. The Representative Director and President or the Investor Relations andPublic Relations Office also proactively meet with investors as much as possible.
For meeting requests from shareholders, the Investor Relations and Public Relations Office oversee overall
dialogue with shareholders, while taking sufficient consideration to facilitate constructive dialogue withshareholders.
The General Manager of the Investor Relations and Public Relations Office also shares information by providing
feedback to the Board of Directors on opinions received from shareholders and other matters as appropriate.
[Action to Implement Management That Is Conscious of Cost of Capital and Stock Price] [English disclosure]
The Company formulated the medium-term management plan (2022–2026) in February 2022 in order tocontinuously enhance corporate value. In this plan, the Company established financial targets for the fiscal year
ending December 31, 2026, as well as set a target for return on equity (ROE) of approximately 13% as amanagement indicator. In addition, through the creation of profit that exceeds cost of shareholders’ equity byrecognizing that the Company’s cost of shareholders’ equity is around 7%–8% and by realizing the ROE target,
the Company will maximize shareholder value.
Regarding changes in the management indicators, such as ROE, and other information, the Company will include
such information in the materials for financial results that are disclosed every quarter.
IR library of the Company’s website: https://www.jinushi-jp.com/en/ir/library.html-5-

2. Capital Structure
Foreign Shareholding Ratio

Less than 10%[Status of Major Shareholders] Updated
Number of Shares Owned(Shares)

Shareholding Ratio (%)

Tetsuya Matsuoka

2,887,300

17.55

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

1,225,700

7.45

Matsuoka G.K.

915,000

5.56

Custody Bank of Japan, Ltd. (Trust Account)

640,600

3.89

Hirofumi Nishira

367,500

2.23

Kenji Irie

232,100

1.41

Yukinori Nagaoka

200,000

1.21

Nichirei Corporation

156,000

0.94

Custody Bank of Japan, Ltd. (Trust Account4)

123,600

0.75

BNP PARIBAS FINANCIAL MARKETS(Standing proxy: BNP Paribas Securities(Japan) Limited)

120,204

0.73

Name

Controlling Shareholder (except for Parent)–

Parent (Listed Stock Market)

N/A

Supplementary Explanation–

3. Corporate Attributes
Listed Stock Market and Market Section
UpdatedTokyo Stock Exchange Prime

Fiscal Year-End

DecemberType of Business

Real Estate

Number of Employees (Consolidated) at Endof the Previous Fiscal Year

Less than 100

Net Sales (Consolidated) for the Previous
Fiscal Year

From ¥10.0 billion to less than ¥100.0 billion

Number of Consolidated Subsidiaries at Endof the Previous Fiscal Year

From 10 to less than 50

4. Policy for Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder–-6-5. Other Special Circumstances Which May Have Material Impact on Corporate Governance–

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

Company with audit and supervisory committee[Directors]
Maximum Number of Directors Stipulated in
Articles of Incorporation

15

Term of Office Stipulated in Articles ofIncorporation

1 yearChairperson of the Board

President

Number of Directors Updated

6

Appointment of Outside Directors

Appointed

Number of Outside Directors

4

Number of Independent Directors Designatedfrom among Outside Directors

4Outside Directors’ Relationship with the Company (1) Updated
Name

Attribute

Hiroyuki Nishimura

From another company

Kensuke Shiwa

Attorney at law

Aya Ozasa

From another company

Tomonori Ishiwata

CPA

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

k

* Categories for “Relationship with the Company”* “○” when the director presently falls or has recently fallen under the category; and “△” when the director fell
under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category; and “▲”when a close relative of the director fell under the category in the pasta. Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaryb. Non-executive director or executive of the parent of the Company
c. Executive of a fellow subsidiary of the Company
d. Party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the Company or an executive thereof
f. Consultant, accounting professional or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides remuneration as a director
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
corporation)-7-

h. Executive of a client or supplier of the Company (which does not correspond to any of d., e., or f.) (thedirector himself/herself only)
i. Executive of a corporation to which outside officers are mutually appointed (the director himself/herself
only)
j. Executive of a corporation that receives a donation from the Company (the director himself/herself only)
k. OtherOutside Directors’ Relationship with the Company (2) Updated

Name

Hiroyuki Nishimura

Kensuke Shiwa

Aya Ozasa

Audit andSupervisory
Committee
Member○○○Designationas
Independent
Director○○○

Supplementary Explanationof the Relationship

Reasons for Appointment–

The Company appointed Mr. Hiroyuki
Nishimura based on the belief that heis suitable as an Outside Director who
is an Audit and Supervisory
Committee Member because he has awealth of knowledge and experience
accumulated as a person responsible
for the compliance section in afinancial institution. He is involved asa Nomination and Remuneration
Committee Member from a standpointof objectivity and neutrality innominating the Company’s candidates
for Director and making decisions on
remuneration and other such matters.

–

Although Mr. Kensuke Shiwa has notbeen directly involved in corporate
management in the past, the Company
appointed him based on the belief that
he is suitable as an Outside Director
who is an Audit and Supervisory
Committee Member because he has ahigh degree of expertise in corporate
legal affairs as well as wealth ofknowledge and experience as an
attorney at law. He is involved as a
Nomination and Remuneration
Committee Member from a standpointof objectivity and neutrality innominating the Company’s candidates
for Director and making decisions on
remuneration and other such matters.

–

The Company appointed Ms. Aya
Ozasa based on the belief that she issuitable as an Outside Director who is
an Audit and Supervisory Committee
Member because of her extensive
experience and track record incorporate management and her ability
to use her wide-ranging insights tosupervise the overall management of
the Company and make appropriate
recommendations. She will be
involved as a Nomination andRemuneration Committee Member
from a standpoint of objectivity andneutrality in nominating theCompany’s candidates for Director andmaking decisions on remuneration andother such matters.

-8-

Name

Audit andSupervisory
Committee
MemberTomonori Ishiwata○

Designationas
Independent
Director

Supplementary Explanationof the Relationship

Although Mr. Tomonori Ishiwata has
not been directly involved in corporate
management in the past, other than as
an outside officer, the Company
appointed him based on the belief that
he is suitable as an Outside Director
who is an Audit and Supervisory
Committee Member because he hasabundant experience as a certified
public accountant and professional
knowledge of finance and accounting,and is capable of appropriately
performing his duties to strengthen the
supervisory function of overallmanagement. He will be involved as a
Nomination and Remuneration
Committee Member from a standpointof objectivity and neutrality innominating the Company’s candidates
for Director and making decisions on
remuneration and other such matters.

–○

Reasons for Appointment[Audit and Supervisory Committee]
Committee’s Composition and Attributes of Chairperson

Audit andSupervisory
Committee

Total
Committee
Members

Full-timeMembers

Inside Directors

OutsideDirectors

Chairperson

4

1

0

4

Outside Director

Appointment of Directors and/or Employees to Support
Duties of the Audit and Supervisory Committee

Not appointed

Reasons for Adopting the Current System
We currently have no employees to assist with the work of the Audit and Supervisory Committee, however thestaff of the administration division provides support as necessary, and we believe that the required system is inplace.
Cooperation Among Audit and Supervisory Committee, Accounting Auditor and Internal Audit Office Updated
At the Company, while maintaining independence from each other as an audit organization, Directors who are
Audit and Supervisory Committee Members, internal audits, accounting audits are coordinating and cooperating,and increasing the efficiency and effectiveness of audits.
Furthermore, the Company has established an Internal Audit Office, as an organization under the directsupervision of the Representative Director and President, that organizes and operates overall internal controls.
For example, Directors who are members of the Audit and Supervisory Committee receive reports from the
Accounting Auditor at the time of formulating audit plans and at the end of quarterly reviews, and receive
explanations from the internal auditors on the progress of internal audits, etc., and in addition to conducting
systematic audits through three-party meetings, they also exchange information regularly with the Internal Audit-9-

Office to confirm the progress of internal audits. In implementing internal audits, internal auditors coordinate
with Directors who are Audit and Supervisory Committee Members and exchange opinions with the Accounting
Auditor in organizing and operating internal controls. During this process, they receive guidance as necessaryand exchange and share information as necessary to increase the effectiveness of internal audits.
The status of internal audits is as follows.
a. Internal auditing system
Regarding the internal auditing system, the Company has established the Internal Audit Office under the directsupervision of the Representative Director and President based on the internal audit rules. In accordance with
the internal audit plan for each fiscal year approved by the Representative Director and President, the Internal
Audit Office conducts internal audits of each division and important subsidiary concerning the effectiveness ofinternal controls, appropriateness and efficiency of business execution, status of compliance with laws andregulations and other matters. The results of internal audits are reported to the Representative Director andPresident, and then they are also reported to the Audit and Supervisory Committee through a Director who is afull-time Audit and Supervisory Committee Member (dual reporting lines). Furthermore, if the audit results
contain issues raised or other matters that need to be improved, the Internal Audit Office confirms the status of
improvement measures in the audited division and ensures the effectiveness of audits.
b. Mutual cooperation with the Accounting Auditor and the Audit and Supervisory Committee
Through participation in three-party coordination meetings together with the Audit and Supervisory Committee
and by receiving reports on the audits from the Accounting Auditor on a regular basis, the Internal Audit Officecollects information and exchanges opinions as needed and cooperates with the Accounting Auditor and the
Audit and Supervisory Committee. In addition, by reporting directly to the Accounting Auditor and the Audit
and Supervisory Committee on a regular basis regarding the results of internal audits, the development andimplementation of internal controls, and other matters, the Internal Audit Office shares information regarding
the confirmation on the progress of internal audits, status of internal controls, etc., and cooperates.
As the audits by the Audit and Supervisory Committee, internal audits and accounting audits are conducted in
an independent but mutually complementary manner, the Company is building an auditing structure thatmaintains objectivity and efficiency.
[Voluntary Committee]
Voluntary Establishment of Committee(s)Equivalent to Nomination Committee orRemuneration Committee

Established

Committee’s Name, Composition, and Chairperson’s Attributes Updated
Committee Equivalent toNomination Committee

Committee Equivalent toRemuneration Committee

Committee’s Name

Nomination and Remuneration
Committee

Nomination and Remuneration
Committee

Total Committee Members

55

Full-time Members

00Inside Directors

11Outside Directors

44Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director- 10 -

Supplementary Explanation
To strengthen the independence, objectivity, and accountability of the functions of the Board of Directors
associated with the nomination and remuneration of Directors, the Company has established an independent
Nomination and Remuneration Committee under the Board of Directors with Independent Outside Directors as
the main members.
When evaluating important items such as decisions on the nomination and remuneration of the senior
management, items are first thoroughly deliberated and resolved at the Nomination and Remuneration
Committee while sharing diverse opinions, and then proposed to the Board of Directors.
[Independent Directors]
Number of Independent Directors

4

Matters Relating to Independent Directors
The Company designates all persons who are qualified as Independent Directors.
[Incentives]
Implementation of Measures to Provide
Incentives to Directors Updated

Other

Supplementary Explanation Updated
At the 24th Annual General Meeting of Shareholders held on March 22, 2024, it was decided to introduce a
restricted stock remuneration plan for Directors of the Company (excluding Directors who are Audit andSupervisory Committee Members and Outside Directors) in order to give them incentives to continuously
improve the Company’s corporate value and further promote value sharing with the Company’s shareholders.
Recipients of Stock Options
Supplementary Explanation–[Director Remuneration]
Disclosure of Individual Directors’ Remuneration

Selected directors

Supplementary Explanation Updated
In the 24th fiscal year (January 1, 2023 to December 31, 2023), remuneration of ¥120 million was paid to theCompany’s Representative Director and President Hirofumi Nishira.
Additionally, as nobody was paid a total of ¥100 million or more in consolidated remuneration, remuneration
has not been disclosed.
Furthermore, the Company discloses the total amount of remuneration by officer category, the total amount of
remuneration by remuneration category, and the number of covered officers in our annual securities report.
Policy for Determining Remuneration Amounts
or Calculation Methods Thereof Updated

Established- 11 -

Disclosure of Policy for Determining Remuneration Amounts or Calculation Methods Thereof
Matters concerning the resolution of the general meeting of shareholders regarding remuneration, etc. for officers
are as follows.
At the 20th Annual General Meeting of Shareholders held on June 25, 2020, it was resolved to set the maximum
amount of remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members)
at no more than ¥800,000 thousand per year, and that the amount of remuneration for Directors (excluding
Directors who are Audit and Supervisory Committee Members) would not include the salary for employees
concurrently serving as Directors. It was also resolved to set the maximum amount of remuneration for Directors
who are Audit and Supervisory Committee Members at no more than ¥100,000 thousand per year.
At the 24th Annual General Meeting of Shareholders held on March 22, 2024, separate from the above amountof remuneration, etc. for Directors, it was resolved to set the total amount of the monetary claims paid asremuneration to the Directors of the Company (excluding Directors who are Audit and Supervisory Committee
Members and Outside Directors) for the granting of restricted stock at no more than ¥200,000 thousand per year,
and to set the total number of common shares of the Company to be issued or disposed of as a result thereof at
no more than 80,000 shares per year.
As of the filing date of this report, the policy for determining remuneration for individual Directors is as follows.
Regarding the amount of remuneration for Directors (excluding Directors who are Audit and Supervisory
Committee Members), based on consultation with the Nomination and Remuneration Committee, whose
members are made up of a majority of Independent Outside Directors, the Board of Directors fully respects anddiscusses recommendations of the Nomination and Remuneration Committee, and within the scope of the total
amount of remuneration approved by the General Meeting of Shareholders, the Board of Directors decides theamounts of individual remuneration.
Specifically, it is composed of “fixed remuneration as an annual salary” at a certain level based on the Director’srole in business execution and their responsibilities, taking into consideration the Company’s results and theresults of individual Directors (divided evenly over 12 months and paid as monthly fixed remuneration), and“restricted stock remuneration” to provide incentives to continuously improve corporate value and further
promote value sharing with shareholders (paid at a certain time each year). The Company has no performancelinked remuneration or retirement benefits.
The ratio of “fixed remuneration as an annual salary” to “restricted stock remuneration” is determined by the
Board of Directors based on the recommendations of the Nomination and Remuneration Committee, which isconsulted after considering the amount of “fixed remuneration as an annual salary” for each individual Director(excluding Directors who are Audit and Supervisory Committee Members).
For both “fixed remuneration as an annual salary” and “restricted stock remuneration,” each Director (excluding
Directors who are Audit and Supervisory Committee Members) shall prepare an individual remuneration
proposal after evaluating the business results, etc. for the previous fiscal year, and meet individually with the
Representative Director and President.
The Board of Directors holds decision-making authority on policy related to decisions on the amount of
remuneration for each Director (excluding Directors who are Audit and Supervisory Committee Members) andthe calculation method. The Representative Director and President, designated by the Board of Directors, briefs
the Nomination and Remuneration Committee on the plan for individual remuneration for each Director(excluding Directors who are Audit and Supervisory Committee Members), and the committee deliberates on
the plan. Thereafter, the Representative Director and President provides a briefing on the timeline of theformulation of the amounts of individual remuneration at the Board of Directors, and based also on a report on
the recommendation from the Nomination and Remuneration Committee, the individual amounts ofremuneration are decided at the Board of Directors.
Furthermore, regarding remuneration for Directors who are Audit and Supervisory Committee Members, within
the scope of the total amount of remuneration approved at the general meeting of shareholders, the amounts are
decided based on discussion with Directors who are Audit and Supervisory Committee Members (Audit andSupervisory Committee). Specifically, remuneration is composed only of fixed remuneration as an annual salary
at a certain level based on the role of supervising the business execution of Directors (excluding Directors who- 12 -

are Audit and Supervisory Committee Members). We consider industry standards and decide the amounts ofindividual remuneration through discussion with Directors who are Audit and Supervisory Committee Members(Audit and Supervisory Committee).
[Supporting System for Outside Directors]
So that Outside Directors can smoothly supervise and monitor management and thoroughly fulfill their role in
improving the Company’s corporate governance, the Company has a system in place to provide the requiredmaterials and explain conditions as necessary through our HR and General Affairs Division and full-time Audit
and Supervisory Committee Member.

2. Matters on Functions of Business Execution, Audit and Supervision, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System) Updated- Management and business execution system
From the standpoint of ensuring transparency and fairness in decision-making and realizing effective corporate
governance, the Company has established an Audit and Supervisory Committee.
While holding deliberations and resolutions on the basic policy associated with the Group’s management andimportant matters as its decision-making body, by placing important matters on the agenda and through regular
reports on important matters, the Board of Directors also supervises the state of operational execution.
- Management monitoring and supervisory system
The Company elects multiple Outside Directors so that the Company’s management can receive appropriate
suggestions and advice from an objective standpoint and outside perspective and to strengthen the supervisory
function of the Board of Directors.
- Overview of corporate governance system
The Company’s Board of Directors is composed of Hirofumi Nishira, who makes management decisions andperforms business execution as the Representative Director and President, and Directors Tetsuya Matsuoka, as
well as Hiroyuki Nishimura, Kensuke Shiwa, Aya Ozasa, and Tomonori Ishiwata as Directors who are Audit andSupervisory Committee Members (all four are also Outside Directors). To prevent serious risks from materializing
ahead of time, the Company has also established a system of corporate governance with an Internal Audit Officeunder the direct supervision of the Representative Director and President and an Accounting Auditor to audit thedetails of our financial statements and appropriateness of our accounting methods from a fair, third-party
perspective.
- Establishment of a voluntary committee for decisions on nominations and remuneration
To strengthen the independence, objectivity, and accountability of the functions of the Board of Directors
associated with the nomination and remuneration of Directors, the Company has established an independent
Nomination and Remuneration Committee under the Board of Directors with Independent Outside Directors as
the main members.
When evaluating important items such as decisions on the nomination and remuneration of the senior management,
items are first thoroughly deliberated and resolved at the Nomination and Remuneration Committee while sharing
diverse opinions, and then proposed to the Board of Directors.
- Other voluntary committees
In addition to the above, the following committees have been established as key organizations.
a. Compliance & Risk Management Committee
This committee examines and deliberates on matters related to the formulation of basic policies, plans and systems
for compliance and risk management, and identifies risks in the Company and formulates and implements
appropriate countermeasures in accordance with their importance. In addition, the results are reported to the Boardof Directors.
b. ESG Committee
This committee examines on various policies, targets, and measures related to ESG promotion, drafts plans, andreports the results to the Board of Directors.

- 13 -

3. Reasons for Adoption of Current Corporate Governance System
To promote the sustainable growth of the Company and medium- to long-term improvement in corporate value,
the Company’s Board of Directors formulates and decides on large-scale policy such as corporate strategy to
improve earnings power and capital efficiency. Based on this policy, the Board of Directors holds thoroughdiscussion on individual issues and identifies and deliberates on risks. Furthermore, at the Board of Directors, theDirectors supervise their mutual business execution. In addition to the above, by making all Directors who are
Audit and Supervisory Committee Members Outside Directors, we have built a management supervisory systemwith a high level of effectiveness and independence.

- 14 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Energize General Meetings of Shareholders and Smooth Exercise of Voting Rights
UpdatedEarly Notification of General
Meeting of Shareholders
Scheduling General Meeting of
Shareholders Avoiding thePeak Day
Allowing Electronic or
Magnetic Exercise of Voting
RightsParticipation in Electronic
Voting Platform and Other
Efforts to Enhance the Voting
Environment for Institutional
Investors
Providing Convocation Noticein English (Summary)
Other

Supplementary Explanations
The Company works to send notices of general meetings of shareholders as
early as possible.
The Notice of the 24th Annual General Meeting of Shareholders was sent 22days prior to the meeting on February 29, 2024.
The Company schedules general meetings of shareholders in a way thatavoids peaks days.
Starting at the 18th Annual General Meeting of Shareholders held on June27, 2018, we began to allow the exercise of voting rights via the internet.
Starting at the 18th Annual General Meeting of Shareholders held on June27, 2018, all institutional investors are able to join meeting from the“Electronic Voting System Platform” operated by ICJ, Inc.
Summarized English versions of the convocations notices are provided on
the electronic voting system platform and on the Company’s website.
Prior to sending convocation notices to shareholders, they are posted on the
Company’s website and on TDnet.

2. IR Activities Updated
Supplementary Explanations

Explanation byRepresentative

Holding Regular Investor
Briefings for Analysts andInstitutional Investors

Twice a year, after the announcement of the interim
and full-year financial results, the Company holds
results briefings for institutional investors andanalysts.

Yes

Holding Regular Investor
Briefings for Individual
Investors

Several times a year, the Company holds results
briefings.

None

Posting IR Materials on
WebsiteFinancial results summaries, materials for financial
results, annual securities reports (including quarterly
securities reports), convocation notices for general
meetings of shareholders, annual/interim reports, themedium-term business plan, and other various IR
information are posted on the Company’s website.

Establishment of Division
and/or Manager in Charge ofIR

Investor Relations and Public Relations Office

Other

The Company conducts IR activities in Japan andoverseas using individual visits, video conferences
and teleconferences.

- 15 -

3. Measures to Ensure Due Respect for Stakeholders Updated
Supplementary Explanations
The Company identified materiality related to sustainability in March 2024.
The approach and initiatives for sustainability are disclosed on the
Company’s website and in the annual securities report.

Implementation ofEnvironmental Initiatives,
CSR Activities, etc.

For each materiality, the Company categorizes the opportunities and risks
and aims to contribute to the realization of a sustainable society throughinitiatives for these and through its business activities. In August 2023, theCompany expressed its endorsement of the recommendations of the Task
Force on Climate-related Financial Disclosures (TCFD) and has disclosed
information based on those recommendations.
(https://www.jinushi-jp.com/en/sustainability/)
In addition, as part of its contributions to local communities, the Company
supports sports, among other measures. Details are posted on the
Company’s website.
(https://www.jinushi-jp.com/en/sustainability/sponsor/)

Formulation of Policies for
Information Provision to
Stakeholders

For smooth corporate operations, we aim to establish a system to realize
efficient management by increasing corporate transparency for stakeholders
involved with the Company (shareholders, customers, employees, business
partners, local communities, etc.).
In addition, as stipulated in our ESG Policy disclosed on the Company’s
website, the Company discloses ESG-related information to our diverse
stakeholders in a timely and appropriate manner. We also sincerely respondto the opinions and requests of our stakeholders by promoting initiatives toaddress ESG issues.
(https://www.jinushi-jp.com/en/sustainability/esg-policy/)

IV. Matters Related to Internal Control System
1. Basic Views on Internal Control System and Progress of System Development Updated
a. Basic Views
The Group considers the internal control system as the basis of corporate governance, and the development
and implementation of the internal control system is the important duty of Directors. In addition, the Groupconsiders that the development and implementation of internal control system strengthens the Company’scompetitiveness, prevents a scandal from happening, and raises corporate value for stakeholders, including
shareholders.
b. Progress in Developing a Risk Management System
The Company has established Compliance & Risk Management Regulations and operates a Compliance &Risk Management Committee for the purpose of controlling risks to the degree possible by making efforts to
identify various internal and external risks that may be apparent or latent.
In addition, the Company has established crisis management response procedures, and in the event of
unforeseen circumstances, a crisis management system is in place, including the establishment of a crisis
management headquarters, which consists of the Representative Director and President serving as the directorgeneral, and the HR and General Affairs Division as the secretariat.
c. Progress
1. System to ensure that execution of business activities by Directors and employees of the Company andthe subsidiaries is in compliance with laws and regulations and Articles of Incorporation(1) The Company has established the Compliance & Risk Management Committee, where theRepresentative Director and President shall be the chairperson, as an advisory body to the Board of- 16 -

Directors to ensure that the execution of duties complies with laws and regulations and Articles ofIncorporation.
(2) The Compliance & Risk Management Committee examines and deliberates on matters related to theformulation of basic policies, plans and systems for compliance and risk management, and identifies
risks in the Company and formulates and implements appropriate countermeasures in accordance with
their importance. In addition, the results are reported to the Board of Directors.
(3) In the event that the Company discovers a serious violation of laws and regulations or othernoncompliance within the Company has taken place or is about to take place, the Company has put
in place a structure which established an internal contact point for whistleblowing as well as anexternal contact point for anonymous whistleblowing.
(4) In the events such as when related laws and regulations are established and amended, serious scandals
and accidents occur in the Company and other companies, the Company swiftly notifies Directors
and employees of such matters and conducts necessary training.
2. System relating to the storage and management of information relevant to the execution of duties of theCompany’s Directors(1) General Manager of HR and General Affairs Division properly retains and manages the following
documents (including electromagnetic records) together with the related documents in accordancewith the document management rules.
- Minutes of general meeting of shareholders- Minutes of the Board of Directors meeting- Financial statements- Approval application- Other important documents for management(2) General Manager of HR and General Affairs Division retains and manages documents other thanthose referred to in the preceding note (1) for a period prescribed in the document management rules,
depending on the importance of the document.
(3) General Manager of HR and General Affairs Division instructs Directors (excluding Directors who
are Audit and Supervisory Committee Members) and employees to properly retain and manage
documents in accordance with the document management rules.
3. Regulations and other systems relevant to risk and loss management in the Company and its subsidiaries(1) A Director or General Manager in charge of each division has the authority and duty to establish arisk management control system in their respective area in charge.
(2) Each member must report risk forecast in their respective area in charge at internal meetings, etc. if
there are any risks.
(3) Significant management risks reported to internal meetings, etc., are reported to the Board of
Directors.
(4) In the events such as when related laws and regulations are established and amended, and serious
scandals and accidents occur in the Company and other companies, the Company swiftly notifies
Directors and employees of such matters and conducts necessary training.
(5) In the event that a large-scale accident, disaster, or scandal occurs, the Company puts in placemeasures, including establishing the crisis response headquarters, which consists of required
personnel and the Representative Director and President serving as the director-general.
4. System to ensure that the efficiency of execution of duties by Directors of the Company and its
subsidiaries(1) The Company has established a system that enables a Director’s proper and efficient execution ofduties, pursuant to the authority and decision-making rules based on Articles of Incorporation andinternal rules.
(2) With the use of the following management control system, the Company increases efficiency in theexecution of duties by Directors.
(i) The Company has established its company-wide goals shared by Directors and employees,
working to thoroughly communicate said goals, based on which the Company formulates a
medium-term management plan.
(ii) The Board of Directors sets each division’s business targets and budget for each fiscal year basedon the medium-term management plan to materialize the medium-term management plan.

- 17 -

(iii) A Director or General Manager in charge of each division determines a system enabling efficientbusiness execution, including specific measures that each division should carry out, as well as thedelegation of authority.
(iv) Monthly business performance is swiftly digitized in the management accounting data throughan IT system and reported to the Board of Directors and each Director.
(v) The Board of Directors reviews the monthly result and has a Director or General Manager incharge of each division analyze factors in falling short of achieving the targets and report
improvement measures to eliminate and mitigate such factors to the Board of Directors, and it
revises the targets as necessary.
(vi) Based on the discussions above (v), a Director or General Manager in charge of each division
improves the efficiency of the business execution system, including specific measures that eachdivision should undertake, as well as the delegation of authority.
5. Matters related to reporting to the Company regarding the execution of duties of directors, etc., of its
subsidiaries
The Company obliges each subsidiary to regularly report to the Company the progress of each company’sbusiness, the balance of assets, and other significant matters by establishing the rules of affiliated company
management and other related rules.
6. Other systems to ensure the properness of operations by the corporate group comprised of the Company
and its subsidiaries(1) Representative Director and President and a Director or General Manager in charge of businessexecution follow their respective segregation of duties to instruct subsidiaries to establish theirappropriate internal control system.
(2) The Company ensures the appropriateness of business operation by dispatching officers andemployees of the Company as Directors and Audit & Supervisory Board Member to important
subsidiary.
(3) The Company respects the autonomy of a subsidiary to manage itself and holds prior discussions
about regularly reported business details and important matters.
7. Matters regarding Directors and employees to support duties of the Audit and Supervisory Committee of
the Company(1) When the Audit and Supervisory Committee requests to appoint a Director or an employee who assists
the duty of the Audit and Supervisory Committee (hereinafter, the “Assistant”), the Board of Directors
shall have a selection process and obtain consensus about the appointment from the Audit andSupervisory Committee.
(2) Audit and Supervisory Committee may instruct and order the Assistant to take on tasks required foraudits.
8. Matters concerning the independence of the Assistant from other Directors of the Company (excluding
Directors who are Audit and Supervisory Committee Members) and ensuring the effectiveness of
instruction to the Assistant of the Audit and Supervisory Committee of the Company(1) In executing said duties, the Assistant shall obey only instructions and orders from the Audit andSupervisory Committee and shall not receive instructions and orders from other Directors (excluding
Directors who are Audit and Supervisory Committee Members) and employees.
(2) Exercising the right of personnel management, such as the evaluation of employee performance,
personnel change, disciplinary measures concerning an assisting employee, shall require priorconsultation with the Audit and Supervisory Committee and respect its opinion.
9. System whereby the Directors (excluding Directors who are Audit and Supervisory Committee Members)
and employees of the Company report to the Audit and Supervisory Committee of the Company, and othersystems related to reporting to the Audit and Supervisory Committee(1) When Directors and employees find an illegal fact and a fact that may cause significant damage to
the Company, they must immediately report matters related to said facts to the Audit and Supervisory
Committee.

- 18 -

(2) When Directors (excluding Directors who are Audit and Supervisory Committee Members) andemployees are asked to report a matter related to the execution of duties by the Audit and Supervisory
Committee, they must swiftly report such a matter to the Committee.
10. System related to reporting to the Audit and Supervisory Committee of the Company by the directors andaudit & supervisory board members, etc., and employees of subsidiaries, or those to whom these persons
report.
When the Audit and Supervisory Committee of the Company requests a report on a matter related to the
execution of duties, and when finding a fact that may cause significant damage to the Company and its
subsidiaries, the Company is thorough in requiring the officers and employees to immediately report suchmatters to the Audit and Supervisory Committee of the Company. In addition, each General Manager of
the Company holds a regular meeting to report to the Audit and Supervisory Committee of the Company,
and the Company has established a system to report the status of internal audit and compliance risk
management within the Company.
Further, the Company has established a system for a division in charge of the whistleblowing system of
the Group to regularly report to the Audit and Supervisory Committee of the Company on the status ofwhistleblowing by officers and employees of the Group.
11. System to ensure that a person who has reported to the Company’s Audit and Supervisory Committee, etc.
is not treated adversely based on the fact such a report has been made by the person
The Company prohibits unfair treatment to the officers and employees of the Group who reported to the
Audit and Supervisory Committee of the Group, due to said reporting, and communicates with the officers
and employees of the Group on such a matter.
In addition, the rules on whistleblowing prescribes that the whistle-blower shall not be dismissed orundergo any other unfair treatment for the reason of whistleblowing.
12. Other systems to ensure that audits by the Audit and Supervisory Committee of the Company are
conducted effectively(1) Representative Director and President shall hold a regular meeting with the Audit and Supervisory
Committee upon a request from the Audit and Supervisory Committee, and exchange opinions on
issues that need to be addressed by the Company, the status of developing the audit environment of
the Audit and Supervisory Committee, and significant issues relating to audit, etc., in order to conduct
an effective audit.
(2) When the Audit and Supervisory Committee Members attend the Board of Directors and otherimportant meetings to state their opinions, Directors shall earnestly listen to them in order to conduct
an effective audit.
(3) Directors (excluding Directors who are Audit and Supervisory Committee Members) or employees
shall regularly report to the Audit and Supervisory Committee on monthly business performance andfinancial status. Also, they shall provide enough explanation, upon a request from the Audit andSupervisory Committee, on minutes, approval applications, and other important documents related tobusiness execution, all of which shall be sent to and reviewed by Full-time Audit and Supervisory
Committee Members.
(4) The internal auditors shall work to ensure that the Audit and Supervisory Committee conducts theeffective audit in close cooperation with the Audit and Supervisory Committee and Accounting
Auditor.
(5) Audit and Supervisory Committee shall be regularly reported on the method and result of accounting
audit by Accounting Auditor and shall exchange opinions.
(6) Audit and Supervisory Committee shall be regularly reported on an internal audit by internal auditors
and hold a meeting, as necessary, to exchange information in close cooperation with one another.
(7) When it is deemed necessary in conducting an audit, the Audit and Supervisory Committee shallentrust an investigation to external experts, such as lawyers, certified accountants, and specialized
institutions, or seek their opinions at the expense of the Company.
13. System to ensure the reliability of financial reporting
The Company shall establish a system to develop and implement internal controls on financial reporting
under the supervision of the Representative Director and President to ensure the reliability of the financial
reporting and submit effective and appropriate internal control reports as stipulated in the Financial- 19 -

Instruments and Exchange Act. In addition, the Board of Directors is responsible for supervising thedevelopment and implementation of internal controls on financial reporting and shall monitor the status
thereof.
14. Matters concerning the policy on the treatment of expenses or debts arising in the course of the executionof duties of Audit and Supervisory Committee Members including the procedure for advance payment
and reimbursement of expenses arising in the course of the execution of said duties
When an Audit and Supervisory Committee Member claims advance payment of expenses incurred fortheir execution of duties, the Company shall not refuse such payment, except for a case where it is proventhat expenses or debts related to the claim are not necessary for executing the duties of the Audit andSupervisory Committee Member.

2. Basic Views on Eliminating Antisocial Forces and Progress of Related Efforts Updated(1) Basic Views
The Company shall resolutely cut off any relationships with antisocial forces that threaten the order of civilsociety and the sound activities of companies.
(2) Progress(i) The Company shall set out action guidelines for antisocial forces and its confrontational stance under theoutline of countermeasures against the antisocial forces and groups and shall thoroughly communicate
the action guidelines.
(ii) The Company shall designate the HR and General Affairs Division as the administrative division todemonstrate its resolve to reject any injustice requests from antisocial forces.
(iii) The Company shall ensure a system to coordinate with specialized agencies by attending liaison meetings
held by the police or the National Center for Removal of Criminal Organization while working tocentralize the management and collection of information related to antisocial forces.

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

N/A

Supplementary Explanation Relating to These Items–

2. Other Matters Concerning Corporate Governance Systema. Liability Limitation Agreement
The Company has concluded a liability limitation agreement to limit the liability stipulated in Article 423,
Paragraph 1 of the Companies Act to the amount prescribed by laws and regulations with each of the Outside
Directors.
b. Directors and Officers Liability Insurance Policy
The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, Paragraph 1 of the Companies Act with an insurance company, thereby covering losses and costs
incurred by Directors and/or certain others in cases where they are liable for damages arising from theirperformance of duties (unless a coverage exclusion in the insurance policy is applied). The full amount of theinsurance premiums for the insurance is borne by the Company. The term of the insurance policy is one year,
and when the policy is renewed, the Company renews the policy with the same terms.

- 20 -

[Overview of Timely Disclosure System (Organization Chart)]
Finance Division
Accounting Division
HR and General
Affairs Division
Confirm

Each division Reportandsubsidiary

Investor Relations
andPublic Relations
OfficeReportInstructions
to disclose

Person responsible forhandling of
information

Disclose- 21 -

ReportReportRepresentative
Director and President(Approve asnecessary)

Board of Directors(Approve asnecessary)Overview of Corporate Governance System
General Meetings of Shareholders
Election /Dismissal

Election

Board of Directors
Directors (excluding Directors
who are Audit andSupervisory Committee Members)

Audit / Supervision

Directors (Audit and Supervisory Committee
Members)
Audit and Supervisory Committee

Nomination
andRemuneration
Committee

Cooperation
Audit

Representative
Director and President
Compliance & Risk
Management
Committee

Internal Audit Office

ESG Committee

Internal audit

Each division- 22 -

Accounting Auditor

Appointment / Removal

Skill Matrix
Corporate
management

Sales/Marketing

Hirofumi Nishira〇〇Tetsuya Matsuoka〇〇

Hiroyuki Nishimura

Finance/
Accounting〇〇

Kensuke Shiwa
Aya Ozasa
Tomonori Ishiwata

Legal/
Compliance/
Audit

Sustainability

Overseas

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇
〇

- 23 -〇〇〇