Artner’s Approaches to Implementing
Japan’s Corporate Governance CodeARTNER CO., LTD.

Note: General Principles and Supplementary Principles described in the boxes are based on Japan's
Corporate Governance Code, published by Tokyo Stock Exchange, Inc. on June 11, 2021, at
https://www.jpx.co.jp/english/equities/listing/cg/tvdivq0000008jdy-att/20210611.pdf.

Section 1: Securing the Rights and Equal Treatment of Shareholders
General Principle 1
Companies should take appropriate measures to fully secure shareholder rights and develop an
environment in which shareholders can exercise their rights appropriately and effectively.
In addition, companies should secure effective equal treatment of shareholders.
Given their particular sensitivities, adequate consideration should be given to the issues andconcerns of minority shareholders and foreign shareholders for the effective exercise ofshareholder rights and effective equal treatment of shareholders.
Artner Co., Ltd. (the “Company”) ensures that all its shareholders receive fair and equal treatment
and provides an environment in which they can retain and exercise their rights as they wish.

Principle 1.1 Securing the Rights of Shareholders
Companies should take appropriate measures to fully secure shareholder rights, including
voting rights at the general shareholder meeting.
The Company takes steps, such as disclosing relevant and accurate information timely, to ensurethat shareholders can exercise their rights fully, including voting rights exercised at a general
meeting of shareholders.
Supplementary Principle 1.1.1
When the board recognizes that a considerable number of votes have been cast against a
proposal by the company and the proposal was approved, it should analyze the reasons behind
opposing votes and why many shareholders opposed, and should consider the need forshareholder dialogue and other measures.
When a considerable number of votes, albeit a minority, were cast against a proposal submitted by
the Company for resolution at a general meeting of shareholders and the proposal was approved, theBoard of Directors investigates reasons behind the opposition and why many shareholders voted
against the proposal, and considers the need for shareholder dialogues and other actions.
Supplementary Principle 1.1.2
When proposing to shareholders that certain powers of the general shareholder meeting bedelegated to the board, companies should consider whether the board is adequately constituted tofulfill its corporate governance roles and responsibilities. If a company determines that the board
is indeed adequately constituted, then it should recognize that such delegation may be desirablefrom the perspectives of agile decision-making and expertise in business judgment.
The Company, by the resolution adopted at a general meeting of shareholders, delegates to theBoard of Directors the responsibility and authority to resolve on dividend payment and theacquisition of treasury stock. When the Company determines that a matter that requires speedy andefficient decision-making should be delegated to the Board of Directors for review and approval, theCompany convenes an extraordinary meeting of shareholders to seek approval for such delegation of
authority to the Board.

1Supplementary Principle 1.1.3
Given the importance of shareholder rights, companies should ensure that the exercise ofshareholder rights is not impeded. In particular, adequate consideration should be given to thespecial rights that are recognized for minority shareholders with respect to companies and theirofficers, including the right to seek an injunction against illegal activities or the right to file ashareholder lawsuit, since the exercise of these rights tend to be prone to issues and concerns.
The Company protects the rights of all its shareholders and encourages them to exercise theirrights fully, while ensuring that they receive fair and equal treatment. The Company also ensures thatminority shareholders can exercise their rights upheld by the Companies Act of Japan in a manner
stipulated in the Company’s “Share-Handling Rules.”Principle 1.2 Exercise of Shareholder Rights at General Shareholder Meetings
Companies should recognize that general shareholder meetings are an opportunity forconstructive dialogue with shareholders, and should therefore take appropriate measures to ensure
the exercise of shareholder rights at such meetings.
The Company recognizes that a general meeting of shareholders is its highest-level decisionmaking body and selects the date and location of the meeting carefully so that as many shareholders
as possible can attend it and exercise their voting rights to have a rightful say in the Company’s
corporate management.
Supplementary Principle 1.2.1
Companies should provide accurate information to shareholders as necessary in order tofacilitate appropriate decision-making at general shareholder meetings.
The Company includes in the Notice of Convocation for a General Meeting of Shareholders a
supporting document and a business report to help shareholders make well-informed decisions at themeeting. The Company will continue to improve the quality and relevance of information provided
to shareholders.
Supplementary Principle 1.2.2
While ensuring the accuracy of content, companies should strive to send convening notices forgeneral shareholder meetings early enough to give shareholders sufficient time to consider theagenda. During the period between the board approval of convening the general shareholder
meeting and sending the convening notice, information included in the convening notice should
be disclosed by electronic means such as through TDnet or on the Company’s website.
The Company will take steps to mail out Notices of Convocation for General Meetings ofShareholders well in advance of the meetings so that shareholders will have sufficient time to review
proposals submitted by the Company for approval. The Company posts information to be included in
the Notice of Convocation to the Tokyo Stock Exchange’s website and the Company’s website
during the period from the time the Board of Directors resolves to convene a general meeting ofshareholders to the time the Notice of Convocation is mailed out.
Supplementary Principle 1.2.3
The determination of the date of the general shareholder meeting and any associated dates
should be made in consideration of facilitating sufficient constructive dialogue with shareholders
and ensuring the accuracy of information necessary for such dialogue.
The Company recognizes that a general meeting of shareholders provides a good opportunity toengage with its shareholders, and selects a date of the meeting carefully so that as many shareholders
as possible can attend it.

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Supplementary Principle 1.2.4
Bearing in mind the number of institutional and foreign shareholders, companies should takesteps for the creation of an infrastructure allowing electronic voting, including the use of theElectronic Voting Platform, and the provision of English translations of the convening notices ofgeneral shareholder meeting.
In particular, companies listed on the Prime Market should make the Electronic Voting Platform
available, at least to institutional investors.
The Company allows its shareholders to exercise their voting rights online and has adopted anelectronic voting platform in order to facilitate the exercise of voting rights.
The Company also prepares English-language translations of Notices of Convocation for General
Meetings of Shareholders, which it posts on its website.
Supplementary Principle 1.2.5
In order to prepare for cases where institutional investors who hold shares in street nameexpress an interest in advance of the general shareholder meeting in attending the generalshareholder meeting or exercising voting rights, companies should work with the trust bank(shintaku ginko) and/or custodial institutions to consider such possibility.
The Company allows only shareholders of record (registered shareholders) to exercise their voting
rights at a general meeting of shareholders. The Company does not allow institutional investors(beneficial owners) who own the Company’s shares in street names to attend a general meeting ofshareholders to exercise their voting rights or ask questions. The Company will consider the need toamend this policy.

Principle 1.3 Basic Strategy for Capital Policy
Because capital policy may have a significant effect on shareholder returns, companies should
explain their basic strategy with respect to their capital policy.
The Company considers it one of the most important management objectives to consistently
increase long-term shareholder value of the Company. The Company’s capital policy is to makeefficient use of shareholders’ equity to maximize profit.

Principle 1.4 Cross-Shareholdings
When companies hold shares of other listed companies as cross-shareholdings, they should
disclose their policy with respect to doing so, including their policies regarding the reduction ofcross-shareholdings. In addition, the board should annually assess whether or not to hold eachindividual cross-shareholding, specifically examining whether the purpose is appropriate andwhether the benefits and risks from each holding cover the company’s cost of capital. The resultsof this assessment should be disclosed.
Companies should establish and disclose specific standards with respect to the voting rights as
to their cross-shareholdings, and vote in accordance with the standards.
The Company does not cross-hold shares of any other listed companies.
Should the Company choose to cross-hold such shares, it will disclose in the Corporate
Governance Report a cross-shareholding policy, results of validating the soundness of cross-heldshares, and the standards under which the Company will exercise its voting rights attached to crossheld shares.
Supplementary Principle 1.4.1
When cross-shareholders (i.e., shareholders who hold a company’s shares for the purpose ofcross-shareholding) indicate their intention to sell their shares, companies should not hinder thesale of the cross-held shares by, for instance, implying a possible reduction of business
transactions.
No other companies cross-hold the Company’s shares.

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Supplementary Principle 1.4.2
Companies should not engage in transactions with cross-shareholders which may harm theinterests of the companies or the common interests of their shareholders by, for instance,
continuing the transactions without carefully examining the underlying economic rationale.
No other companies cross-hold the Company’s shares.

Principle 1.5 Anti-Takeover Measures
Anti-takeover measures must not have any objective associated with entrenchment of the
management or the board. With respect to the adoption or implementation of anti-takeovermeasures, the board and kansayaku should carefully examine their necessity and rationale in lightof their fiduciary responsibility to shareholders, ensure appropriate procedures, and provide
sufficient explanation to shareholders.
The Company considers it one of the most important management objectives to achieve sustained
growth to increase its enterprise value as part of fulfilling the trust of its shareholders. The Company
has no anti-takeover measures in place and has no plan to employ such measures.
Supplementary Principle 1.5.1
In case of a tender offer, companies should clearly explain the position of the board, including
any counteroffers, and should not take measures that would frustrate shareholder rights to sell
their shares in response to the tender offer.
If the shares of the Company become the target of a tender offer, the Company will take thefollowing three steps:
i. Contact the party who has made the offer to find the background and purpose of the offer
ii. Explain to the party the Company’s position on tender offersiii. Take sufficient time sharing the Company’s position with its shareholders and otherstakeholders and listening to what they have to say
If an offer is announced or made to acquire a large number of the Company’s shares, it isultimately up to shareholders to decide whether to accept or decline the offer. If the offer is seen
likely to contribute to an increase in the Company’s enterprise value and serve as the common
interests of shareholders, the Company will not discourage shareholders from exercising their rights
to accept such offer.

Principle 1.6 Capital Policy that May Harm Shareholder Interests
With respect to a company's capital policy that results in the change of control or in significant
dilution, including share offerings and management buyouts, the board and kansayaku should, inorder not to unfairly harm the existing shareholders’ interests, carefully examine the necessity andrationale from the perspective of their fiduciary responsibility to shareholders, should ensure
appropriate procedures, and provide sufficient explanation to shareholders.
When the Company adopts a capital policy, such as a capital increase or a management buyout,that may affect shareholders’ interests, the Company will promptly disclose the background andpurpose of adopting such policy and provide sufficient information to shareholders at a general
meeting of shareholders or at an investor briefing as needed.

Principle 1.7 Related Party Transactions
When a company engages in transactions with its directors or major shareholders (i.e., related
party transactions), in order to ensure that such transactions do not harm the interests of thecompany or the common interests of its shareholders and prevent any concerns with respect tosuch harm, the board should establish appropriate procedures beforehand in proportion to theimportance and characteristics of the transaction. In addition to their use by the board inapproving and monitoring such transactions, these procedures should be disclosed.
The Company requires that any transaction between the Company and its Director or its major
shareholder be sanctioned in advance by the Board of Directors in order to safeguard the interests of
the Company as well as the common interests of the shareholders.

4Section 2: Appropriate Cooperation with Stakeholders Other Than
Shareholders
General Principle 2
Companies should fully recognize that their sustainable growth and the creation of mid- tolong-term corporate value are brought about as a result of the provision of resources andcontributions made by a range of stakeholders, including employees, customers, business
partners, creditors and local communities. As such, companies should endeavor to appropriately
cooperate with these stakeholders.
The board and the management should exercise their leadership in establishing a corporate
culture where the rights and positions of stakeholders are respected and sound business ethics are
ensured.
The Company considers it imperative to work closely with its shareholders, employees, corporateclients, communities, and other stakeholders in order to achieve sustained growth and increase its
medium- and long-term enterprise value. The Company strives to become a group of ambitious andhighly motivated engineers and grow with its corporate clients in diverse industries as their trusted
technical partner.

Principle 2.1 Business Principles as the Foundation of Corporate Value Creation
Over the Mid- to Long-Term
Guided by their position concerning social responsibility, companies should undertake theirbusinesses in order to create value for all stakeholders while increasing corporate value over themid- to long-term. To this end, companies should draft and maintain business principles that will
become the basis for such activities.
The Company’s corporate philosophy is to support engineers in pursuit of their professional
aspirations. By fulfilling this purpose in business operations, the Company believes that it willcontribute to the common good of society and achieve the objective of increasing its medium- andlong-term enterprise value.

Principle 2.2 Code of Conduct
Companies should draft and implement a code of conduct for employees in order to express
their values with respect to appropriate cooperation with and serving the interests of stakeholders
and carrying out sound and ethical business activities. The board should be responsible fordrafting and revising the code of conduct, and should ensure its compliance broadly across theorganization, including the front line of domestic and global operations.
The Company has formulated the Code of Conduct for its every Director and employee to observein their day-to-day work. The Company holds training sessions to educate them to embrace theimportance of compliance.
Supplementary Principle 2.2.1
The board should review regularly (or where appropriate) whether or not the code of conduct isbeing widely implemented. The review should focus on the substantive assessment of whether thecompany’s corporate culture truly embraces the intent and spirit of the code of conduct, and notsolely on the form of implementation and compliance.
The Company uses regular training sessions, newsletters posted to the company intranet, andbulletins posted in offices to continually remind its Directors and employees of the importance of
putting the Code into practice in their day-to-day work.

5Principle 2.3 Sustainability Issues, Including Social and Environmental Matters
Companies should take appropriate measures to address sustainability issues, including socialand environmental matters.
Considering stakeholder interests and social issues, as well as their impact on our business
management, the Company has identified eight materiality topics that should be prioritized. Basedon our understanding of the materiality topics we have identified, we are committed to engaging in
effective management practices and business activities to resolve these issues.
The details of our sustainability initiatives and materiality (material issues) are disclosed on the
Company's website (https://www.artner.co.jp/en/sustainability/materiality/).
Supplementary Principle 2.3.1
The board should recognize that dealing with sustainability issues, such as taking care ofclimate change and other global environmental issues, respect of human rights, fair andappropriate treatment of the workforce including caring for their health and working environment,
fair and reasonable transactions with suppliers, and crisis management for natural disasters, areimportant management issues that can lead to earning opportunities as well as risk mitigation, andshould further consider addressing these matters positively and proactively in terms of increasing
corporate value over the mid-to long-term.
Recognizing that addressing issues surrounding sustainability is an important part of our risk
management, and in light of its impact on the Company's business, Artner's Board of Directors has
identified eight materiality topics that should be prioritized. The Sustainability Committee, which is
responsible for establishing sustainability policies, targets, and action plans, managing andevaluating progress toward these targets, and deliberating on individual measures, reports to theBoard of Directors, thereby promoting efforts to address sustainability issues.

Principle 2.4 Ensuring Diversity, Including Active Participation of Women
Companies should recognize that the existence of diverse perspectives and values reflecting avariety of experiences, skills and characteristics is a strength that supports their sustainablegrowth. As such, companies should promote diversity of personnel, including the active
participation of women.
The Company recognizes that, in order to achieve sustained growth and increase its medium- andlong-term enterprise value, a workplace environment needs to be created in which female employees
can fulfill their potential without feeling pressured or stressed. Accordingly, the Company has beenpromoting female employees to managerial positions in increasing numbers and offering thembroader career options. In addition, in accordance with the Act on Employment Promotion of
Persons with Disabilities, the Company has been hiring an increasing number of people withdisabilities and creating an accommodating workplace for them.
Supplementary Principle 2.4.1
Companies should present their policies and voluntary and measurable goals for ensuring
diversity in the promotion to core human resources, such as the promotion of women, foreign
nationals and midcareer hires to middle managerial positions, as well as disclosing their status.
In addition, in light of the importance of human resource strategies for increasing corporate
value over the mid-to long-term, companies should present its policies for human resource
development and internal environment development to ensure diversity, as well as the status of
their implementation.
The Company pursues the philosophy of being an Engineer Support Company that develops
talent. As part of its effort to promote diversity and inclusion in talent management under the
Medium-Term Business Plan, the Company has been offering greater career opportunities to its
workers of foreign nationality, retirement age, and women. The Company has also been hiring to
middle-management positions mid-career workers found to have skills and competence that are
required for such positions and are comparable to those of career workers qualified for the similar
positions.
The Company provides workers with diverse talent development programs with medium- andlong-term implications, including training for women workers, diversity training, and leadership6

training, formulated under the Talent Training and Development Guidelines.
The Company has identified the promotion of diversity and inclusion as one of its materiality(material issues) priorities. The details of our initiatives are disclosed on the Company's website(https://www.artner.co.jp/en/sustainability/materiality/).

Principle 2.5 Whistleblowing
Companies should establish an appropriate framework for whistleblowing such that employees
can report illegal or inappropriate behavior, disclosures, or any other serious concerns without fearof suffering from disadvantageous treatment. Also, the framework should allow for an objective
assessment and appropriate response to the reported issues, and the board should be responsible
for both establishing this framework, and ensuring and monitoring its enforcement.
To ensure the effectiveness of an internal whistleblowing system, the Company has implemented
the “Internal Whistleblowing Rules,” which stipulate how employees can report cases of misconductand noncompliance they witness in the Company and how the Whistleblowing Committee isconvened to investigate reported cases and consider actions to be taken. The Company also reports
regularly to the Board of Directors on how the internal whistleblowing system is working.
Supplementary Principle 2.5.1
As a part of establishing a framework for whistleblowing, companies should establish a point ofcontact that is independent of the management (for example, a panel consisting of outside
directors and outside kansayaku). In addition, rules should be established to secure theconfidentiality of the information provider and prohibit any disadvantageous treatment.
The Company has established a point of contact for whistleblowers that is independent ofmanagement. In addition, it has established “Internal Whistleblowing Rules,” which ensure thatreports are kept confidential and the imposition of any disadvantageous treatment on the information
provider producing the report is prohibited.

Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
Because the management of corporate pension funds impacts stable asset formation for
employees and companies’ own financial standing, companies should take and disclose measures
to improve human resources and operational practices, such as the recruitment or assignment ofqualified persons, in order to increase the investment management expertise of corporate pension
funds (including stewardship activities such as monitoring the asset managers of corporate
pension funds), thus making sure that corporate pension funds perform their roles as asset owners.
Companies should ensure that conflicts of interest which could arise between pension fundbeneficiaries and companies are appropriately managed.
The Company provides a defined contribution pension plan, under which each eligible employee
is responsible for managing their own assets. As part of assisting employees with their asset-building
efforts, the Company provides new employees with a seminar on the pension plan and encourages
them to apply for an employee matching contribution plan.

Section 3: Ensuring Appropriate Information Disclosure andTransparency
General Principle 3
Companies should appropriately make information disclosure in compliance with the relevantlaws and regulations, but should also strive to actively provide information beyond that requiredby law. This includes both financial information, such as financial standing and operating results,
and non-financial information, such as business strategies and business issues, risk andgovernance.
The board should recognize that disclosed information will serve as the basis for constructive
dialogue with shareholders, and therefore ensure that such information, particularly non-financial
information, is accurate, clear and useful.
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The Company considers it imperative to disclose financial and nonfinancial information toshareholders and other stakeholders in order to assist them in familiarizing themselves with theCompany’s businesses and financial performance. The Company voluntarily and proactively
discloses information not required by the regulations of the Tokyo Stock Exchange or by relevantlaws but deemed necessary to meet social requirements.

Principle 3.1 Full Disclosure
In addition to making information disclosure in compliance with relevant laws and regulations,companies should disclose and proactively provide the information listed below (along with thedisclosures specified by the principles of the Code) in order to enhance transparency and fairness
in decision-making and ensure effective corporate governance:i) Company objectives (e.g., business principles), business strategies and business plans;ii) Basic views and guidelines on corporate governance based on each of the principles of theCode;iii) Board policies and procedures in determining the remuneration of the senior managementand directors;iv) Board policies and procedures in the appointment/dismissal of the senior management andthe nomination of directors and kansayaku candidates; andv) Explanations with respect to the individual appointments/dismissals and nominations basedon iv).
i. The Company discloses its corporate philosophy as well as its business strategies, plans, andpurpose on its website and in investor briefing materials.
ii. The Company describes its basic views and policy on corporate governance under Section 1:
Basic Views of Chapter 1: Basic Views on Corporate Governance, Capital Structure, Corporate
Profile and Other Basic Information of the Company’s Corporate Governance Report.
iii. The Board of Directors and the Audit and Supervisory Committee have the authority over the
remuneration of directors. This authority extends to deliberating and determining the amountof a basic remuneration and a performance-linked bonus for each director. The remuneration of
directors who are not members of the Audit and Supervisory Committee is determined solely
by the Board of Directors, whereas the remuneration of Audit and Supervisory Committee
members is determined by deliberation among the members of the Committee.
How to determine the policy for determining the remuneration for each individual is set forthin the rules concerning the remuneration of directors, resolved by the Board of Directors. The
Board of Directors receives reports that are deliberated by the Nomination and Remuneration
Committee based on the policy for determining the remuneration and within the range of thetotal amount resolved by the General Meeting of Shareholders, so the Board of Directors
deems that the content of the report is in line with the said policy.
The policy for determining the percentage of the amount of remuneration for each individual
shall be decided based on the reports that are deliberated by the Nomination and Remuneration
Committee, comprehensively taking into account the role and contribution status of eachdirector as well as business performance.
The basic remuneration is determined based on the amount established for each director
position, with the Company’s business performance, relative weight against employee salaries,
and remuneration levels at other companies taken into consideration. However, if it is not
appropriate to pay a remuneration calculated in such a manner due to a significant decline in
the Company’s business performance or other factors, the Company reserves the right toreduce the amount of basic remuneration.
iv. The Nomination and Remuneration Committee deliberates and reports to the Board of
Directors on director candidates who are not members of the Audit and Supervisory
Committee after an extensive scrutiny of their knowledge, experience, and ability necessary to
manage the Company’s business divisions and day-to-day operations. The Board of Directors
then nominates the director candidates.
The Nomination and Remuneration Committee deliberates and reports to the Board of
Directors on director candidates who are members of the Audit and Supervisory Committee
after an extensive scrutiny of their experience, expertise in corporate financing and accounting,8practical knowledge on the Company’s businesses, and general knowledge on corporate
management necessary to audit and oversee the performance of duties by directors who are notmembers of the Audit and Supervisory Committee. The Board of Directors then nominates the
director candidates.
v. The Company submits a list of candidates nominated by the Board of Directors under theprocedures described in the preceding item to a general meeting of shareholders for approval.
The Company describes in a supporting document, included in Notices of Convocation for
General Meetings of Shareholders, brief career histories of candidates for Directors who are
not members of the Audit and Supervisory Committee and the reasons for their nomination, as
well as those of candidates for Directors who are members of the Audit Supervisory
Committee.
Supplementary Principle 3.1.1
These disclosures, including disclosures in compliance with relevant laws and regulations,should add value for investors, and the board should ensure that information is not boiler-plate orlacking in detail.
The Company considers it imperative to disclose financial and nonfinancial information
appropriately to shareholders and other stakeholders in order to assist them in familiarizingthemselves with the Company’s businesses and financial performance. The Company aims toprovide such information in an easy-to-digest manner.
Supplementary Principle 3.1.2
Bearing in mind the number of foreign shareholders, companies should, to the extent
reasonable, take steps for providing English language disclosures.
In particular, companies listed on the Prime Market should disclose and provide necessary
information in their disclosure documents in English.
The Company discloses and provides necessary information on its website in English, including
English-language translations of Notices of Convocation for General Meetings of Shareholders.
Supplementary Principle 3.1.3
Companies should appropriately disclose their initiatives on sustainability when disclosing their
management strategies. They should also provide information on investments in human capitaland intellectual properties in an understandable and specific manner, while being conscious of theconsistency with their own management strategies and issues.
In particular, companies listed on the Prime Market should collect and analyze the necessary
data on the impact of climate change-related risks and earning opportunities on their businessactivities and profits, and enhance the quality and quantity of disclosure based on the TCFD
recommendations, which are an internationally well-established disclosure framework, or anequivalent framework.
Considering stakeholder interests and social issues, as well as their impact on our business
management, the Company has identified eight materiality topics that should be prioritized. Basedon our understanding of the materiality topics we have identified, we are committed to engaging in
effective management practices and business activities to resolve these issues. The Company
discloses its initiatives as appropriate. The Company will consider disclosing its policies related toinvestment in intellectual property.
The Company’s human capital and sustainability initiatives, including response to therecommendations of the Task Force on Climate-related Financial Disclosures (TCFD), are posted on
its website.

Principle 3.2 External Auditors
External auditors and companies should recognize the responsibility that external auditors owe
toward shareholders and investors, and take appropriate steps to secure the proper execution ofaudits.
The Company’s Audit and Supervisory Committee and Internal Audit Office work with an
external accounting auditor of record to schedule and prepare for audits, and assist the accounting
auditor in conducting effective audits.
9Supplementary Principle 3.2.1
The kansayaku board should, at minimum, ensure the following:i) Establish standards for the appropriate selection of external auditor candidates and proper
evaluation of external auditors; andii) Verify whether external auditors possess necessary independence and expertise to fulfill
their responsibilities.
i. The Company’s Audit and Supervisory Committee has established standards to evaluate an
external accounting auditor of record. The committee monitors and evaluates the accounting
auditor’s performance of its duties based on audits conducted by the auditor as well as audit
reports submitted by the auditor.
ii. The Audit and Supervisory Committee verifies the impartiality and professional qualificationsof an external accounting auditor of record through meetings with the accounting auditor andbased on audits conducted by the auditor.
Supplementary Principle 3.2.2
The board and the kansayaku board should, at minimum, ensure the following:
Give adequate time to ensure high quality audits;i) Ensure that external auditors have access, such as via interviews, to the senior management
including the CEO and the CFO;ii) Ensure adequate coordination between external auditors and each of the kansayaku(including attendance at the kansayaku board meetings), the internal audit department andoutside directors; andiii) Ensure that the company is constituted in the way that it can adequately respond to any
misconduct, inadequacies or concerns identified by the external auditors.
i. Members of the Audit and Supervisory Committee and the Internal Audit Office meet with an
external accounting auditor of record to discuss and agree on an audit schedule in order to givethe accounting auditor sufficient time to prepare for and conduct audits.
ii. The Audit and Supervisory Committee and the Internal Audit Office allow an external
accounting auditor of record to interview the President and CEO and Directors of the Company
if the auditor requests to do so.
iii. The Audit and Supervisory Committee and the Internal Audit Office exchange information andviews with an external accounting auditor of record to have a common understanding of issues
subject to audits.
iv. If an external accounting auditor of record uncovers fraudulence in the Company’s accounting
practices or records and calls for corrective actions or if the accounting auditor identifies
irregularities or problems in the Company’s accounting practices or records, the Audit andSupervisory Committee will work with relevant divisions and departments to take corrective
actions.

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Section 4: Responsibilities of the Board
General Principle 4
Given its fiduciary responsibility and accountability to shareholders, in order to promotesustainable corporate growth and the increase of corporate value over the mid-to long-term andenhance earnings power and capital efficiency, the board should appropriately fulfill its roles andresponsibilities, including:(1) Setting the broad direction of corporate strategy;(2) Establishing an environment where appropriate risk-taking by the senior management is
supported; and(3) Carrying out effective oversight of directors and the management (including shikkoyaku
and so-called shikkoyakuin) from an independent and objective standpoint.
Such roles and responsibilities should be equally and appropriately fulfilled regardless of theform of corporate organization – i.e., Company with Kansayaku Board (where a part of theseroles and responsibilities are performed by kansayaku and the kansayaku board), Company withThree Committees (Nomination, Audit and Remuneration) or Company with Supervisory
Committee.
The Company aims to establish an efficient system of corporate management, including decisionmaking and oversight responsibilities, and business execution suitable for the size of the Company.
The Company has several Independent Directors in place who oversee the Company’s businessexecution as members of the Board to ensure the transparency of the Company’s management.

Principle 4.1 Roles and Responsibilities of the Board (1)The board should view the establishment of corporate goals (business principles, etc.) and thesetting of strategic direction as one major aspect of its roles and responsibilities. It should engage
in constructive discussion with respect to specific business strategies and business plans, andensure that major operational decisions are based on the company’s strategic direction.
Remaining true to the Corporate Philosophy of “Being an Engineer Support Company,” the Boardof Directors meets to deliberate on the Company’s business strategies and plans as part of helping
achieve the Company’s objectives of achieving sustained growth and increasing its medium- andlong-term enterprise value.
Supplementary Principle 4.1.1
The board should clearly specify its own decisions as well as both the scope and content of thematters delegated to the management, and disclose a brief summary thereof.
Pursuant to relevant laws, the Company has established the “Board of Directors Rules,” which
define the scope of matters to be deliberated on by the Board. In addition, the Company’s“Administrative Authority Rules” and “Division of Duties Rules” define the scope of decisionmaking authority granted to the Board of Directors as well as individual Directors by type of duty.
Supplementary Principle 4.1.2
Recognizing that a mid-term business plan (chuuki keiei keikaku) is a commitment toshareholders, the board and the senior management should do their best to achieve the plan.
Should the company fail to deliver on its mid-term business plan, the reasons underlying the
failure of achievement as well as the company’s actions should be fully analyzed, an appropriate
explanation should be given to shareholders, and analytic findings should be reflected in a planfor the ensuing years.
The Company has established its Medium-Term Business Plan for the three years from the fiscal
year ending January 31, 2023 to the fiscal year ending January 31, 2025.
Basic Policy
Build a foundation for sustainable and next-generation growth
Make Value for 2022 to 2024
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Basic Measuresi. Promote strategies by segment
Develop strategies for each segment (recruitment - education - assignment - system).
Establish approaches to markets by segment.
Explore and seek new specialist fields of technology.
ii. Promote diversity and inclusion in talent management
Utilize workers of retirement age, women, and foreign workers (overseas students) as
personnel.
Utilize and organize partner companies (set up a contracting system).
The Company provides a progress report on achievements of the Medium-Term Business Plan atinvestor briefings.
Supplementary Principle 4.1.3
Based on the company objectives (business principles, etc.) and specific business strategies, theboard should proactively engage in the establishment and implementation of a succession plan for
the CEO and other top executives and appropriately oversee the systematic development of
succession candidates, deploying sufficient time and resources.
The Company recognizes that it is critically important to have in place a succession plan for the
President and CEO and other members of the Executive Team. The Board of Directors is responsible
for nominating successors to these members from among qualified candidates after an extensive
scrutiny of their experience, knowledge, and expertise in recruiting, training, sales, andadministrative functions that support the Company’s engineer placement business.
Regarding future nominations of successors to the President and CEO, and other members of the
Executive Team, the Nomination and Remuneration Committee, a voluntary advisory board
composed of a majority of Independent Directors, shall deliberate and report to the Board of
Directors, thereby establishing a structure with high fairness, transparency and objectivity underappropriate supervision from the Board of Directors.

Principle 4.2 Roles and Responsibilities of the Board (2)The board should view the establishment of an environment that supports appropriate risktaking by the senior management as a major aspect of its roles and responsibilities. It should
welcome proposals from the management based on healthy entrepreneurship, fully examine suchproposals from an independent and objective standpoint with the aim of securing accountability,
and support timely and decisive decision-making by the senior management when approved plans
are implemented.
Also, the remuneration of the management should include incentives such that it reflects midto long-term business results and potential risks, as well as promotes healthy entrepreneurship.
The Board of Directors meets twice a month and on an ad hoc basis as needed. At board meetings,
Directors deliberate extensively on matters to be resolved, from their independent and objective
perspectives.
Three Outside Directors join in the deliberation and decision-making at board meetings.
Remuneration of members of the Executive Team is performance-based, determined based on
their respective positions, responsibilities, and KPI achievements as well as on the Company’sbusiness performance. The total amount of remuneration should fall within the ceiling established bya resolution adopted at a general meeting of shareholders.
Supplementary Principle 4.2.1
The board should design management remuneration systems such that they operate as a healthy
incentive to generate sustainable growth, and determine actual remuneration amounts
appropriately through objective and transparent procedures. The proportion of management
remuneration linked to mid- to long- term results and the balance of cash and stock should be set
appropriately.

12

The remuneration of Directors is performance-based, determined based on their respective
positions, responsibilities, and KPI achievements as well as on the Company’s businessperformance, to provide them with an incentive to help achieve medium- and long-term growth of
the Company.
The Company will consider the need to offer Directors a stock-based compensation plan, taking
into consideration the composition of total remuneration and the balance between the cash and stock
portion of compensation.
Supplementary Principle 4.2.2
The board should develop a basic policy for the company's sustainability initiatives from theperspective of increasing corporate value over the mid- to long- term.
In addition, in light of the importance of investments in human capital and intellectual
properties, the board should effectively supervise the allocation of management resources,
including such investments, and the implementation of business portfolio strategies to ensure thatthey contribute to the sustainable growth of the company.
From the perspective of improving our business value in the medium to long term, the Company
has acknowledged the importance of sustainability issues, and established a basic sustainability
policy.
The Company has formed the Sustainability Committee, which is responsible for establishingsustainability policies, targets, and action plans, managing and evaluating progress toward thesetargets, and deliberating on individual measures. The Board of Directors manages and supervises theCommittee.

Principle 4.3 Roles and Responsibilities of the Board (3)The board should view the effective oversight of the management and directors from an
independent and objective standpoint as a major aspect of its roles and responsibilities. It should
appropriately evaluate company performance and reflect the evaluation in its assessment of thesenior management.
In addition, the board should engage in oversight activities in order to ensure timely andaccurate information disclosure, and should establish appropriate internal control and risk
management systems.
Also, the board should appropriately deal with any conflict of interests that may arise between
the company and its related parties, including the management and controlling shareholders.
The Board of Directors includes three Independent Directors, who oversee the performance ofother Directors effectively from an independent and objective perspective.
The Information Disclosure Committee and the Board of Directors review information to bedisclosed to ensure its timely and accurate disclosure. The Board of Directors reviews whether theCompany’s internal control system is up and running smoothly. The Company has a risk
management system in place, under which management risks are defined and classified into types,
exposure of each type of risk is identified and analyzed by relevant divisions and departments, andthe evaluation and management of risks by type is overseen by Compliance and Risk Management
Meetings.
The Company requires that any transaction between the Company and its Director or its major
shareholder be sanctioned in advance by the Board of Directors in order to safeguard the interests of
the Company as well as the common interests of the shareholders.
Supplementary Principle 4.3.1
The board should ensure that the appointment and dismissal of the senior management are
based on highly transparent and fair procedures via an appropriate evaluation of the company’sbusiness results.
The Board of Directors appoints or removes members of the Executive Team upon deliberation on
their job performance and other factors.

13

Supplementary Principle 4.3.2
Because the appointment/dismissal of the CEO is the most important strategic decision for acompany, the board should appoint a qualified CEO through objective, timely, and transparent
procedures, deploying sufficient time and resources.
The Board of Directors, which includes three Outside Directors who are members of the Audit andSupervisory Committee, deliberates on the appointment or removal of the President and CEO fromoffice when such need arises, based on the business performance of the Company as well as the job
performance of the President and CEO.
Regarding future CEO appointments and dismissals, Nomination and Remuneration Committee, avoluntary advisory board composed of a majority of Independent Directors, shall deliberate andreport to the Board of Directors, thereby establishing a structure with high fairness, transparency andobjectivity under appropriate supervision from the Board of Directors.
Supplementary Principle 4.3.3
The board should establish objective, timely, and transparent procedures such that a CEO is
dismissed when it is determined, via an appropriate evaluation of the company’s business results,
that the CEO is not adequately fulfilling the CEO’s responsibilities.
The Board of Directors, which includes three Outside Directors who are members of the Audit andSupervisory Committee, deliberates on the removal of the President and CEO from office when suchneed arises, based on the business performance of the Company as well as the job performance of
the President and CEO.
Regarding future CEO dismissals, Nomination and Remuneration Committee, a voluntary
advisory board composed of a majority of Independent Directors, shall deliberate and report to theBoard of Directors, thereby establishing a structure with high fairness, transparency and objectivity
under appropriate supervision from the Board of Directors.
Supplementary Principle 4.3.4
The establishment of effective internal control and proactive enterprise risk management
systems has the potential to support sound risk-taking. The board should appropriately establish
such systems on an enterprise basis and oversee the operational status, besides utilizing theinternal audit department.
The Company has established the “Risk Management Policy,” under which management risks aredefined and classified into types, exposure of each type of risk is identified and analyzed by relevant
divisions and departments, and the evaluation and management of risks by type is overseen byCompliance and Risk Management Meetings.

Principle 4.4 Roles and Responsibilities of Kansayaku and the Kansayaku Board
Kansayaku and the kansayaku board should bear in mind their fiduciary responsibilities toshareholders and make decisions from an independent and objective standpoint when executing
their roles and responsibilities including the audit of the performance of directors’ duties,
appointment and dismissal of kansayaku and external auditors, and the determination of auditor
remuneration.
Although so-called “defensive functions,” such as business and accounting audits, are part of
the roles and responsibilities expected of kansayaku and the kansayaku board, in order to fully
perform their duties, it would not be appropriate for kansayaku and the kansayaku board tointerpret the scope of their function too narrowly, and they should positively and proactively
exercise their rights and express their views at board meetings and to the management.
The Company’s Audit and Supervisory Committee is comprised of three Independent Directors,
who exercise highly independent judgement in carrying out their responsibilities.
Members of the Audit and Supervisory Committee attend board meetings and other important
meetings, in which they voice their opinions based on their extensive knowledge and experience incorporate management and other fields to ensure the legal compliance and appropriateness of thedecisions reached by participants.

14

Supplementary Principle 4.4.1
Given that not less than half of the kansayaku board must be composed of outside kansayaku
and that at least one full-time kansayaku must be appointed in accordance with the Companies
Act, the kansayaku board should, from the perspective of fully executing its roles andresponsibilities, increase its effectiveness through an organizational combination of the
independence of the former and the information gathering power of the latter. In addition,kansayaku or the kansayaku board should secure cooperation with outside directors so that suchdirectors can strengthen their capacity to collect information without having their independence
jeopardized.
The three members of the Audit and Supervisory Committee attend board meetings in theircapacity as Independent Directors, in which they voice their opinions on the Company’s business
operations. This arrangement makes the committee an effective oversight body. In addition, themembers of the committee share information with Inside Directors, regarding the Company’sbusiness operations.

Principle 4.5 Fiduciary Responsibilities of Directors and Kansayaku
With due attention to their fiduciary responsibilities to shareholders, the directors, kansayaku
and the management of companies should secure the appropriate cooperation with stakeholders
and act in the interest of the company and the common interests of its shareholders.
The Company’s Directors act in the interest of the Company and the common interests of its
shareholders and work with stakeholders as part of fulfilling the responsibilities entrusted to them byshareholders.

Principle 4.6 Business Execution and Oversight of the Management
In order to ensure effective, independent and objective oversight of the management by theboard, companies should consider utilizing directors who are neither involved in businessexecution nor have close ties with the management.
Three Independent Directors contribute to the effectiveness of oversight by the Board of
Directors, in which they voice their opinions from independent and objective perspectives.

Principle 4.7 Roles and Responsibilities of Independent Directors
Companies should make effective use of independent directors , taking into consideration the
expectations listed below with respect to their roles and responsibilities:i) Provision of advice on business policies and business improvement based on theirknowledge and experience with the aim to promote sustainable corporate growth andincrease corporate value over the mid- to long-term;ii) Monitoring of the management through important decision-making at the board including
the appointment and dismissal of the senior management;
iii) Monitoring of conflicts of interest between the company and the management orcontrolling shareholders; andiv) Appropriately representing the views of minority shareholders and other stakeholders in theboardroom from a standpoint independent of the management and controlling shareholders.
The Independent Directors voice their opinions at board meetings and other meetings based on
their professional expertise and knowledge and from perspectives independent of those of othermembers of the Executive Team and controlling shareholders. This arrangement ensures that viewsof minority shareholders and other stakeholders are taken into consideration and provides oversightof the Company’s business operations as well as oversight against potential conflicts of interest.

Principle 4.8 Effective Use of Independent Directors
Independent directors should fulfill their roles and responsibilities with the aim of contributing
to sustainable growth of companies and increasing corporate value over the mid- to long-term.
Companies listed on the Prime Market should therefore appoint at least one-third of their directors
as independent directors (two directors if listed on other markets) that sufficiently have suchqualities.
15

Irrespective of the above, if a company listed on the Prime Market believes it needs to appoint
the majority of directors (at least one-third of directors if listed on other markets) as independent
directors based on a broad consideration of factors such as the industry, company size, businesscharacteristics, organizational structure and circumstances surrounding the company, it should
appoint a sufficient number of independent directors.
Three of the Company’s eight Directors are Independent Directors. The Company believes thatthey are fulfilling their roles and responsibilities in increasing the Company’s enterprise value byoffering advice on the Company’s corporate management based on their wide-ranging insights
gained through years of experience and knowledge in business operations and management.
Supplementary Principle 4.8.1
In order to actively contribute to discussions at the board, independent directors should
endeavor to exchange information and develop a shared awareness among themselves from an
independent and objective standpoint. Regular meetings consisting solely of independent directors(executive sessions) would be one way of achieving this.
Independent Directors convene meetings of the Audit and Supervisory Committee, of which they
are primary members, to share information and insights among them from independent and objective
perspectives. This arrangement provides them with a basis upon which to make meaningful
contributions to discussions at board meetings.
Supplementary Principle 4.8.2
Independent directors should endeavor to establish a framework for communicating with the
management and for cooperating with kansayaku or the kansayaku board by, for example,
appointing the lead independent director from among themselves.
Independent Directors select by vote a principal Independent Director (standing member of the
Audit and Supervisory Committee) from among themselves, who works closely with other membersof the Executive Team.
Supplementary Principle 4.8.3
Companies that have a controlling shareholder should either appoint at least one- third of theirdirectors (the majority of directors if listed on the Prime Market) as independent directors who are
independent of the controlling shareholder or establish a special committee composed ofindependent persons including independent director(s) to deliberate and review materialtransactions or actions that conflict with the interests of the controlling shareholder and minority
shareholders.
The Company has no controlling shareholders.

Principle 4.9 Independence Standards and Qualification for Independent
Directors
Boards should establish and disclose independence standards aimed at securing effective
independence of independent directors, taking into consideration the independence criteria set by
securities exchanges. The board should endeavor to select independent director candidates whoare expected to contribute to frank, active and constructive discussions at board meetings.
The Company uses the criteria established by the Companies Act of Japan and the Tokyo Stock
Exchange to appoint Independent Directors. The Company will consider the need to establish criteriaof its own design.

Principle 4.10 Use of Optional Approach
In adopting the most appropriate organizational structure (as stipulated by the Companies Act)
that is suitable for a company’s specific characteristics, companies should employ optional
approaches, as necessary, to further enhance governance functions.
The Company has established the Audit and Supervisory Committee. Three Independent Directors
who are also members of the committee voice their opinions from independent perspectives and ask
other Directors and heads of relevant divisions and departments to provide information and16

clarification and to take corrective actions. In addition, the Company has established a Nomination
and Remuneration Committee, a Compliance and Risk Management Meeting, an Information
Disclosure Committee, and other voluntary advisory boards to the Board of Directors to further
enhance governance functions.
Supplementary Principle 4.10.1
If the organizational structure of a company is either Company with Kansayaku Board orCompany with Supervisory Committee and independent directors do not compose a majority ofthe board, in order to strengthen the independence, objectivity and accountability of board
functions on the matters of nomination (including succession plan) and remuneration of the senior
management and directors, the company should seek appropriate involvement and advice from thecommittees, including from the perspective of gender and other diversity and skills, in theexamination of such important matters as nominations and remuneration by establishing an
independent nomination committee and remuneration committee under the board, to which suchcommittees make significant contributions.
In particular, companies listed on the Prime Market should basically have the majority of themembers of each committee be independent directors, and should disclose the mandates and rolesof the committees, as well as the policy regarding the independence of the composition.
The Company has established the Audit and Supervisory Committee. Although Independent
Directors do not represent a majority of the Board of Directors, the Company has established a
Nomination and Remuneration Committee, composed of a majority of Independent Directors, as anadvisory board to the Board of Directors in order to ensure the independence, objectivity andaccountability of board functions.
The Nomination and Remuneration Committee will also deliberate on issues from the perspectivesof gender, global expertise, and other diversity-related issues as well as skills.

Principle 4.11 Preconditions for Board and Kansayaku Board EffectivenessThe board should be well balanced in knowledge, experience and skills in order to fulfill its
roles and responsibilities, and it should be constituted in a manner to achieve both diversity,
including gender, international experience, work experience and age, and appropriate size. In
addition, persons with appropriate experience and skills as well as necessary knowledge on
finance, accounting, and the law should be appointed as kansayaku. In particular, at least one
person who has sufficient expertise on finance and accounting should be appointed as kansayaku.
The board should endeavor to improve its function by analyzing and evaluating effectiveness ofthe board as a whole.
The Company recognizes that members of its board, as a whole, have well-balanced knowledge,
experience, and skills necessary to perform their roles and responsibilities. However, the Company
recognizes that the composition of the board is not sufficiently diverse in terms of gender,international experience, career history, and age. The Company will take diversity into consideration
when selecting candidates for future Directors.
The Company’s Audit and Supervisory Committee is comprised of three members who haveexperience in managing companies and are well versed in corporate finance, accounting, and legal
affairs.
The result of an evaluation of the effectiveness of the Company’s Board of Directors are provided
under Supplementary Principle 4.11.3.
Supplementary Principle 4.11.1
The board should identify the skills, etc. that it should have in light of its managing strategies,
and have a view on the appropriate balance between knowledge, experience and skills of theboard as a whole, and also on diversity and appropriate board size. Consistent with its view, theboard should establish policies and procedures for nominating directors and disclose them alongwith the combination of skills, etc. that each director possesses in an appropriate form according
to the business environment and business characteristics, etc., such as what is known as a "skills
matrix.” When doing so, independent director(s) with management experience in other companies
should be included.
17

The Company’s Articles of Incorporation stipulate that there be 10 or less Directors who are notmembers of the Audit and Supervisory Committee and five or less Directors who are members of the
Audit and Supervisory Committee. The Company currently has five Directors who are not membersof the Audit and Supervisory Committee and three Directors who are members of the Audit andSupervisory Committee.
The Company selects candidates for Directors who are found, after an extensive scrutiny, to becompatible with its corporate philosophy and business strategy, to be capable of acting fairly andfaithfully in the best interests of the Company, and to have extensive experience, knowledge, andexpertise in recruiting, training, sales, and administrative functions that support the Company’sengineer placement business.
The Company submits a list of candidates selected in this manner to a general meeting ofshareholders for resolution upon the review and approval of the Board of Directors.
The Company has disclosed on its website (https://www.artner.co.jp/en/ir/governance/skill/) a skill
matrix for its Directors that shows the scope of knowledge and experience that each of thempossesses.
Supplementary Principle 4.11.2
Outside directors, outside kansayaku, and other directors and kansayaku should devote
sufficient time and effort required to appropriately fulfill their respective roles andresponsibilities. Therefore, where directors and kansayaku also serve as directors, kansayaku or
the management at other companies, such positions should be limited to a reasonable number anddisclosed each year.
The Company discloses, in Notices of Convocation for General Meetings of Shareholders and its
Securities Reports, information about Directors who are not members of the Audit and Supervisory
Committee and who also hold key management positions at other companies, as well as information
about Directors who are members of the Audit and Supervisory Committee and who also hold such
positions.
None of the current Directors of the Company who are not members of the Audit and Supervisory
Committee, nor the current Directors who are members of the Audit and Supervisory Committee,
serve as directors of other companies.
Supplementary Principle 4.11.3
Each year the board should analyze and evaluate its effectiveness as a whole, taking into
consideration the relevant matters, including the self-evaluations of each director. A summary of
the results should be disclosed.
The Company periodically analyzes and evaluates the effectiveness of its Board of Directors inorder to make it work better. The evaluation is conducted by asking members of the board tocomplete a 31-item questionnaire survey that focuses on the following five areas:a. The composition of the Board of Directors
b. Planning, convening, and administration of board meetingsc. Matters selected for deliberation at board meetings
d. Administrative assistance provided to the Board of Directors
e. Relationships with shareholders
The Company has found from the most recent survey results that the effectiveness of its Board of
Directors has been maintained.
The Nomination and Remuneration Committee discussed and reported to the Board of Directors
the succession plans for the President and CEO and Directors, and confirmed the need forcontinuous discussion.
It was also confirmed that the Sustainability Committee needs to conduct an ongoing review of
non-financial disclosure efforts in order to add disclosure items on ESG data and enhance humancapital disclosures.
It was confirmed that important agenda items for the Board of Directors, such as the MediumTerm Business Plan and risk management efforts, require discussion on medium- and long-term
strategies, including the formulation of a new Medium-Term Business Plan, and appropriate
supervision of the progress of each measure.
18

The Company will take actions to address some remaining issues identified from the survey tocontinue to enhance the effectiveness of the Board.

Principle 4.12 Active Board Deliberations
The board should endeavor to foster a climate where free, open and constructive discussions
and exchanges of views take place, including the raising of concerns by outside directors.
At board meetings, Outside Directors provide their opinions, suggestions, and recommendations
while Inside Directors report on wide-ranging topics and provide their opinions. All of them
contribute to constructive discussions and exchange of ideas at the meetings.
Supplementary Principle 4.12.1
The board should ensure the following in relation to the operation of board meetings and shouldattempt to make deliberations active:i) Materials for board meetings are distributed sufficiently in advance of the meeting date;ii) In addition to board materials and as necessary, sufficient information is provided todirectors by the company (where appropriate, the information should be organized and/or
analyzed to promote easy understanding);
iii) The schedule of board meetings for the current year and anticipated agenda items are
determined in advance;iv) The number of agenda items and the frequency of board meetings are set appropriately; andv) Sufficient time for deliberations.
To facilitate attendance of Directors at board meetings, the Company provides them with anannual schedule of board meetings before a new fiscal year begins, which include 12 mid-monthbusiness report board meetings, 12 regular monthly board meetings, and four special board meetings
to review and approve quarterly financial results. In addition, the Company provides Directors withsupporting documents for resolution and business reports prior to each board meeting. The Company
selects the number of agenda items so that sufficient time is allocated to deliberation on each ofthem.

Principle 4.13 Information Gathering and Support Structure
In order to fulfill their roles and responsibilities, directors and kansayaku should proactively
collect information, and as necessary, request the company to provide them with additional
information.
Also, companies should establish a support structure for directors and kansayaku, including
providing sufficient staff.
The board and the kansayaku board should verify whether information requested by directors
and kansayaku is provided smoothly.
As part of fulfilling their responsibilities, Directors who are not members of the Audit andSupervisory Committee and Directors who are members of the Audit and Supervisory Committee
ask relevant divisions and departments for information and supporting documents, which arefurnished to them. The Management Division provides administrative assistance to Directors who
are not members of the Audit and Supervisory Committee. While no dedicated staffers are available
to assist Directors who are members of the Audit and Supervisory Committee, staffers of relevant
divisions and departments provide them with assistance upon request.
Supplementary Principle 4.13.1
Directors, including outside directors, should request the company to provide them withadditional information, where deemed necessary from the perspective of contributing totransparent, fair, timely and decisive decision-making. In addition, kansayaku, including outsidekansayaku, should collect information appropriately, including the use of their statutory
investigation power.
As part of making transparent, fair, timely, and firm decisions, Directors who are not members of
the Audit and Supervisory Committee ask relevant divisions and departments for information andsupporting documents as needed.
19

The Audit and Supervisory Committee works with Directors and the Internal Audit Office tocollect information necessary for audits and ask relevant divisions and departments for informationand supporting documents as needed.
Supplementary Principle 4.13.2
Directors and kansayaku should consider consulting with external specialists at company
expense, where they deem it necessary.
As part of fulfilling their roles and responsibilities, Directors who are not members of the Audit
and Supervisory Committee and Directors who are members of the Audit and Supervisory
Committee ask external experts, such as lawyers, certified public accountants, and licensed tax
accountants, for professional advice when they need independent opinions and perspectives.
Supplementary Principle 4.13.3
Companies should ensure coordination between the internal audit department, directors andkansayaku by establishing a system in which the internal audit department appropriately reports
directly to the board and the kansayaku board in order for them to fulfill their functions. In
addition, companies should take measures to adequately provide necessary information to outside
directors and outside kansayaku. One example would be the appointment of an individual who is
responsible for communicating and handling requests within the company such that the requests
for information about the company by outside directors and outside kansayaku are appropriately
processed.
The Company reports the result of an internal audit to the President and CEO, and relevant
divisions and departments are responsible for taking corrective actions by deadlines specified in thereport in the areas recommended for improvement. An annual schedule of internal audits as well asinternal audit results and actions taken are reported to a board meeting attended by Directors who aremembers of the Audit and Supervisory Committee to ensure that key information is shared between
the committee and the Internal Audit Office.

Principle 4.14 Director and Kansayaku Training
New and incumbent directors and kansayaku should deepen their understanding of their roles
and responsibilities as a critical governance body at a company, and should endeavor to acquireand update necessary knowledge and skills. Accordingly, companies should provide and arrange
training opportunities suitable to each director and kansayaku along with financial support for
associated expenses. The board should verify whether such opportunities and support areappropriately provided.
Directors who are not members of the Audit and Supervisory Committee and Directors who aremembers of the Audit and Supervisory Committee attend training sessions and external seminars togain or broaden knowledge and insights necessary to fulfill their professional responsibilities.
Supplementary Principle 4.14.1
Directors and kansayaku, including outside directors and outside kansayaku, should be given
the opportunity when assuming their position to acquire necessary knowledge on the company’sbusiness, finances, organization and other matters, and fully understand the roles andresponsibilities, including legal liabilities, expected of them. Incumbent directors should also begiven a continuing opportunity to renew and update such knowledge as necessary.
The Company provides Directors and members of the Audit and Supervisory Committee,
including Outside Directors, with opportunities to become familiar with the Company’s businesses,
finances, and organization when they step into their new positions.
While in office, they attend training sessions and external seminars to gain or broaden knowledge
and insights necessary to fulfill their professional responsibilities.
Supplementary Principle 4.14.2
Companies should disclose their training policy for directors and kansayaku.
Directors who are not members of the Audit and Supervisory Committee and Directors who aremembers of the Audit and Supervisory Committee attend training sessions and external seminars to20

gain or broaden knowledge and insights necessary to fulfill their professional responsibilities.
The Company will continue to provide them with information and opportunities for training.

Section 5: Dialogue with Shareholders
General Principle 5
In order to contribute to sustainable growth and the increase of corporate value over the mid- tolong-term, companies should engage in constructive dialogue with shareholders even outside thegeneral shareholder meeting.
During such dialogue, senior management and directors, including outside directors, should
listen to the views of shareholders and pay due attention to their interests and concerns, clearly
explain business policies to shareholders in an understandable manner so as to gain their support,
and work for developing a balanced understanding of the positions of shareholders and otherstakeholders and acting accordingly.
The Company considers it imperative to maintain constructive dialogues with shareholders as partof its efforts to achieve sustained growth and increase its medium- and long-term enterprise value.
The IR and PR Group in the Corporate Planning and Strategy Division coordinates the Company’s
IR activities, including planning and organizing investor briefing sessions. As part of IR activities,
the President and CEO of the Company shares with shareholders financial results and earnings
guidance as well as an outline of the Medium-Term Business Plan and its progress, and answers theirquestions to better understand each other.

Principle 5.1 Policy for Constructive Dialogue with Shareholders
Companies should, positively and to the extent reasonable, respond to the requests fromshareholders to engage in dialogue (management meetings) so as to support sustainable growthand increase corporate value over the mid- to long-term. The board should establish, approve anddisclose policies concerning the measures and organizational structures aimed at promoting
constructive dialogue with shareholders.
The Company has put the Director and Head of the Corporate Planning and Strategy Division in
charge of IR. The IR and PR Group in the Corporate Planning and Strategy Division coordinates theCompany’s IR activities, including planning and organizing investor briefings and one-on-one
meetings, which serve as a venue for maintaining dialogues with shareholders.
【Implementation of Dialogue with Shareholders, etc.】
Refer to “Investor Relations > Corporate Governance > Dialogue with Shareholders andInvestors” on the Company’s website (https://www.artner.co.jp/en/ir/governance/dialogue/).
Supplementary Principle 5.1.1
Taking the requests and interests of shareholders into consideration, to the extent reasonable,
the senior management, directors, including outside directors, and kansayaku, should have a basic
position to engage in dialogue (management meetings) with shareholders.
Director and head of the Corporate Planning and Strategy Division and the IR and PR Group meetwith shareholders to discuss their subjects of interest within a reasonable framework.
Supplementary Principle 5.1.2
At minimum, policies for promoting constructive dialogue with shareholders should include thefollowing:i) Appointing a member of the management or a director who is responsible for overseeing andensuring that constructive dialogue takes place, including the matters stated in items ii) to v)
below;
ii) Measures to ensure positive cooperation between internal departments such as investor
relations, corporate planning, general affairs, corporate finance, accounting and legal affairs
21with the aim of supporting dialogue;iii) Measures to promote opportunities for dialogue aside from individual meetings (e.g., generalinvestor meetings and other IR activities);
iv) Measures to appropriately and effectively relay shareholder views and concerns learned
through dialogue to the senior management and the board; andv) Measures to control insider information when engaging in dialogue.
i. Director and head of the Corporate Planning and Strategy Division oversees maintaining
dialogues with shareholders, and the IR and PR Group in the division coordinates shareholder
dialogues.
ii. In preparation for shareholder dialogues, the IR and PR Group coordinates with management,
sales, HR, and training divisions to share information.
iii. In addition to meeting with shareholders individually, the Company holds investor briefings andposts briefing materials to its website as part of maintaining shareholder dialogues.
iv. Opinions and concerns raised by shareholders during dialogues are shared with members of the
Executive Team.
v. The Company refrains from communicating with shareholders during a quiet period of three
weeks prior to an earnings announcement to avoid unfairly disclosing any non-public financial
information perceived as insider information.
Supplementary Principle 5.1.3
Companies should endeavor to identify their shareholder ownership structure as necessary, and
it is desirable for shareholders to cooperate as much as possible in this process.
The Company updates its shareholder composition based on the shareholder register updated
twice a year—on January 31 and July 31.

Principle 5.2 Establishing and Disclosing Business Strategies and Business Plans
When establishing and disclosing business strategies and business plans, companies should
articulate their earnings plans and capital policies, and present targets for profitability and capitalefficiency after accurately identifying the company’s cost of capital. Also, companies should
provide explanations that are clear and logical to shareholders with respect to the allocation ofmanagement resources, such as reviewing their business portfolio and investments in fixed assets,
R&D, and human capital, and specific measures that will be taken in order to achieve their plans
and targets.
The Company briefs investors on its Medium-Term Business Plan and publishes it on the
Company’s website to help shareholders become familiar with the direction that the Company plansto take. The Medium-Term Business Plan outlines the Company’s management and businessstrategies and establishes targets for net sales, operating profit, and the number of engineers to beretained.
In addition, the Company discloses in the Medium-Term Business Plan its basic policies on
earnings plans and capital policies based on its identified cost of capital.
【Action to Implement Management that is Conscious of Cost of Capital and Stock Price】
In part because the Company does not have borrowings, it attaches importance to the cost ofshareholders’ equity and recognizes it at approximately 8%. The ROE for the fiscal year ended
January 31, 2024 exceeded the cost of shareholders’ equity at 25.3%.
We are working to improve capital efficiency, setting the ROE target at 20% or higher in our
Medium-Term Business Plan.
To raise the stock price, we intend to increase our profit every year and determine a dividend
amount that will not fall below the previous year’s amount, based on a payout ratio of 50%. The
Company’s PBR at the end of the fiscal year ended January 31, 2024 was 5.50 times. We will makecontinued efforts to enhance our IR activities with an aim of increasing the PBR.

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Supplementary Principle 5.2.1
In formulating and announcing business strategies, etc., companies should clearly present thebasic policy regarding the business portfolio decided by the board and the status of the review ofsuch portfolio.
The Company briefs investors on its management policy and business strategies approved by the
Board of Directors and publishes them on the Company’s website to help shareholders become
familiar with them.
Revision History
Established on October 26, 2017
Revised on December 11, 2018
Revised on April 25, 2019
Revised on April 23, 2020
Revised on April 22, 2021
Revised on December 8, 2021
Revised on April 21, 2022
Revised on July 29, 2022
Revised on April 27, 2023
Revised on December 8, 2023
Revised on April 25, 202423