Furukawa Electric Co., Ltd.
Guidelines on Corporate Governance

CHAPTER 1 General Provisions
CHAPTER 2 Relationship with Stakeholders
Section 1 Relationship with Shareholders
Section 2 Relationship with Stakeholders other than Shareholders
CHAPTER 3 Corporate Governance System
Section 1 Governance Organization, etc.
Section 2 Board of Directors
Section 3 Nominating/Compensation Committee
Section 4 Audit & Supervisory Board Members and Audit & Supervisory
Board
Section 5 Accounting Auditor
Section 6 Outside Officers
Section 7 Cooperation between Supervising and Audit
Section 8 Training of Directors and Audit & Supervisory Board Members,
etc.
CHAPTER 4 Dialogue with Shareholders
CHAPTER 5 Disclosure

Enacted December 17, 2015
(Last revised on March 21, 2024)
Furukawa Electric Co., Ltd.

Guidelines on Corporate Governance

CHAPTER 1 General Provisions
1. The Furukawa Electric Group Purpose
Composing the core of a brighter world.
Maintaining reliability and comfort in our daily lives.
Facilitating social progress and development as a path toward aprosperous future.
Ensuring the happy coexistence of people and the Earth, today andtomorrow.
Creating and delivering these “indispensables” as the core of a better
future.
That is our reason for being.
That is what drives us to approach various social issues with new ideas
and take on a wide range of challenges in infrastructure and beyond. We
have diligently honed our technological and problem-solving capabilities
since our foundation in 1884.
Through continuous innovation, we are uniquely positioned to achieveeven more.
All to brighten the world.
2.Core Values
The “Core Values” are the values that are important and should be further
strengthened in order to achieve continuous innovation.
“Integrity”, “Innovation”, “Addressing Reality”,“Ownership and Speed”, “Collaboration”
13.Furukawa Electric Group Vision 2030
In order to build a sustainable world and make people’s life safe, peacefuland rewarding, Furukawa Electric Group will create solutions for the newgeneration of global infrastructure combining information, energy andmobility.
4. Furukawa Electric Group Basic Policy on Sustainability
Furukawa Electric Group will:

in line with its mission of contributing to the realization of a truly
affluent and sustainable society, tackle important management issues(materiality) from the perspectives of both revenue opportunities andrisks, while focusing on the future of people and the planet.



in order to have sustainable growth and contribute to the achievementof SDGs (sustainable development goals), strengthen and createbusinesses that solve social issues, while focusing on capital efficiency
and continuing to transform its business through continuous
technological innovation centered on material technologies andcollaboration with various stakeholders.



contribute to the sustainable development of society by maintaining andimproving sound and positive relationships with all stakeholders
through appropriate information disclosure and active communication,
while complying with laws, regulations, social norms and ethics inJapan and overseas.

5. Basic Views on Corporate Governance(1) Basic Views on Corporate Governance
Based on “The Furukawa Electric Group Purpose” and “Core Values”, weenhance our management performance responding appropriately to changes
in the business and market environment by prompt business decision
making as well as with transparency and fairness. At the same time, we
ensure sound management by developing and establishing an effective2

internal control system. With these, we will expand and develop ourbusiness on a sustainable basis and increase our corporate value.
Furthermore, we seek to strengthen and enhance our corporate governance,in accordance with the followings:ⅰ）We secure the rights and equal treatment of shareholders;ⅱ）We consider interests of stakeholders including shareholders, andcooperate appropriately with them;ⅲ）We ensure appropriate information disclosure and transparency;ⅳ）Given its fiduciary responsibility and accountability to shareholders,
Board of Directors carries out effective oversight of management fromobjective standpoint, respecting the independent Directors’ role for theoversight;ⅴ）We engage in constructive dialogue with shareholders who haveinvestment policies in accordance with interests of mid-to-long-term
shareholders.
(2) Based on “Basic Views on Corporate Governance”, we adopted theseguidelines as a policy for enhancing our corporate governance.

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CHAPTER 2 Relationship with Stakeholders
Section 1 Relationship with Shareholders
1. Annual Shareholders Meeting
We recognize that Annual Shareholders Meeting is an opportunity forconstructive dialogue with shareholders, and should therefore takeappropriate measures listed below to ensure the exercise of shareholder
rights at such meetings:① We provide accurate information to shareholders in order to facilitate
appropriate decision-making at Annual Shareholders Meeting;② We send convening notices for Annual Shareholders Meeting earlyenough and disclose them on such as our website, before sending to give
shareholders sufficient time to consider the agenda and opportunity to
exercise voting rights appropriately;③ We strive not to hold the Annual Shareholders Meeting on the date whenmany companies hold their Annual Shareholders Meeting and determine
the date of the Annual Shareholders Meeting and any associated dates
appropriately;④ For convenience of institutional and foreign shareholders, we use voting
system via the Internet and the Electronic Voting Platform, and disclose
the provision of English translations of the convening notices of Annual
Shareholders Meeting;⑤ In case any institutional investor who holds shares in street name (i.e. in
the name of a trust bank and/or custodial institution) expresses aninterest in advance in attending the Annual Shareholders Meeting, wework with the trust bank and/or custodial institution to consider our
response: for example, upon going through predetermined procedures
such as checking whether the investor in question is the beneficial
shareholder, we may permit the investor to enter the Annual
Shareholders Meeting venue as an observer.
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2. Securing the Rights of Shareholders(1) We give due consideration and take appropriate measures to fully securerights of all shareholders (including minority shareholders and foreign
shareholders), including voting rights at the Annual Shareholders
Meeting.
(2) When Board of Directors recognizes that a considerable number of votes
have been cast against a proposal by the company, it analyzes the reasons
why many shareholders opposed, and consider measures including
making opportunities for dialogue with institutional investors.
3. Capital Allocation Policy(1) Basic Strategy for Capital Allocation Policy
In our basic strategy for capital allocation policy, we aim for management
focusing on capital efficiency and balancing among growth and future new
business investments, improvement of balance sheet and returns to theCompany’s shareholders.
(2) Execution of Capital Allocation Policy
With respect to execution of our capital allocation policy that results inthe change of control or in significant dilution, including share offerings,
Board of Directors and Audit & Supervisory Board Members carefully
examine the necessity and rationale from the perspective of their fiduciary
responsibility to shareholders, ensure appropriate procedures, and provide
sufficient explanation to shareholders.
4. Policy for Cross-Shareholdings(1) Policy for Cross-Shareholdings
We will reduce Cross-Shareholdings that we have determined tocontribute to improve capital efficiency and decided not to have thesignificance of possession. Annually, at Board of Directors, we will verify the5appropriateness of ownership of all listed company as Cross-Shareholdings
and disclosure of the outline of the verification contents.
In the verification, we have an comprehensive perspective including
methods of comparing the quantitative benefits holding of shares with theholding costs calculated from the market value and capital cost of thestocks, creating of business opportunities, and maintaining of cooperative
relationships in business.
※We define “Cross-Shareholdings” as the “investment stock that its
purpose for holding is other than pure investment purpose” in securities
report.
(2) Standards with respect to the Voting Rights as to our CrossShareholdings
We exercise the voting rights for all proposals on the shares are
determined to be held through reviewing the contents of the proposals anddetermining whether or not to contribute to the improvement ofshareholders value of the issuing company.
We consider voting against for the proposal such as to damage theshareholders value of the issuing company.
5. Related Party Transactions
When a Director intends to carry out any transactions with the Company
or in the line of business of the Company for himself/herself or for a third
party, the Director obtains approval of Board of Directors in advance andreports their results to Board of Directors based on the laws, regulations
and Company’s rules in order to ensure that such transactions do not harm
the interests of the company or the common interests of its shareholders.
Section 2 Relationship with Stakeholders other than Shareholders
1. Code of Conduct etc.
(1) Under the “The Furukawa Electric Group Purpose” and “Core Values”,
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we establish the “Furukawa Electric Group Basic Policy on
Sustainability” as a basic idea for our Group to achieve sustainablegrowth and “The Furukawa Electric Group CSR Code of Conduct” as thefundamental rules of behavior for executives and employees of our group
to follow in conducting corporate activities.
We strive to be implemented these philosophies broadly.
(2) Implementation of the “Furukawa Electric Group Basic Policy on CSR”
and the “Furukawa Electric Group CSR Code of Conduct” is verified andreported to Board of Directors every year.
2. Ensuring Diversity(1) Our Group aims to become a more diverse and creative organization andpromote diversity of personnel, including the active participation of
women.
(2) We set our policy and goals for ensuring diversity of core humanresources in appointing people to managerial positions, and disclose themalong with the current status.
(3) We disclose our policies on initiatives for ensuring diversity, as well as
the implementation status.
3. Whistle Blowing
To prevent compliance infringements and to enable to correct them early,
we establish the whistle blowing system and point of contacts that are
inside and outside of the company.
With securing the confidentiality of the information provider regardless ofthe point and considering adequately in order to prohibit any
disadvantageous treatment to the information provider, we take appropriate
action, for example reporting and investigating the whistle blowing which isrecognized that it needs to investigate timely and establishing the systems
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to report to Board of Directors depending on the content.
4. Sustainability Issues(1) We take appropriate and positive measures to address sustainability
issues, including consideration of climate change and other global
environmental issues, respect of human rights, consideration of safety andhealth of employees as well as fair and appropriate treatment of
employees, risk management across the entire supply chain including
natural disaster response.
Board of Directors deepens its consideration of sustainability issues,
including important business issues (materiality) related to revenue
opportunities and risks, and appropriately and positively addresses such
issues.
(2) We collect and analyze necessary data on impact of climate-related risks
and revenue opportunities on our business activities and revenue, andappropriately disclose such information in accordance with aninternationally well-established disclosure framework.
5. Roles of Corporate Pension Fund as Asset Owners
We fully recognize that pension asset management affects our own
financial standings in addition to stable asset formation for employees.
In human resources allocation, the personnel in the accounting
department who have expertise and experience on asset management incharge should assume the asset management.
In operation, we should entrust the operation of all pension assets to thepension investment management organization that has expressed theacceptance of The Stewardship Code, and monitoring and evaluating theoperation status of the entrusted management institution and theimplementation status of the stewardship activities and should strive forsafe and efficient asset management.

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CHAPTER 3 Corporate Governance System
Section 1 Governance Organization, etc.
(1) We adopt the “Company with the Audit & Supervisory Board” type under
the Japanese Companies Act., taking account of the importance of
maintaining the independence of the statutory audit function.
And we have a “Nominating/Compensation Committee”, the majority ofwhose members shall be Outside Directors, and in principle, theCommittee shall be chaired by an Outside Director.
Furthermore, we split the function of management decision-making andoversight, and the function of business execution; and we also adopted the
Corporate Vice President system to expedite business execution, andestablished the Management Committee as the highest decision-making
body concerning business execution.
Section 2 Board of Directors
1. Roles and Responsibilities of Board of Directors(1) Given its fiduciary responsibility and accountability to shareholders, forpromoting sustainable corporate growth and the increase of corporate
value over the mid-to-long-term and enhancing earnings capability andcapital efficiency, Board of Directors performs roles and responsibilities
listed below:① The establishment of business principle and the setting of strategic
direction;② The establishment of an environment that supports appropriate risktaking by the Management (meaning Executive Director(s) including
Representative Director(s) and Corporate Vice President(s). The same
shall apply in this chapter.);③ The effective oversight of the Management from an independent and9objective standpoint.
(2) Board of Directors performs the following actions based on the preceding
paragraph of roles and responsibilities:① Determination of corporate governance-related matters;② Establishment and amendment of business strategies and oversight ofexecution of such strategies and plans;③ Determination of capital allocation policy-related matters;④ Appointment and dismissal of the Management team members(including identification of the skills set necessary for Board of
Directors as a whole), and determination of their remuneration(including delegation of such roles to Nominating/Compensation
Committee);⑤ Establishment of an internal control system relating to complianceand financial reporting and risk management systems, and oversightof them;⑥ Decision on important business matters;⑦ Others prescribed by the applicable laws and regulations etc.
(3) Based on “The Furukawa Electric Group Purpose” and “Core Values”,
Board of Directors establishes and amends business strategy andmedium-term business plan.
When establishing and amending the business strategy and mediumterm business plan, Board of Directors sets and presents targets forrevenue plans, profitability and capital efficiency, upon recognizing thecost of capital, based on the causal analysis of differences between targets
and results under former business strategy and medium-term business
plan; and provides shareholders, etc. with explanations on specificmeasures for achieving the targets (including review of the businessportfolio, allocation of management resources) and the progress of suchmeasures, etc.
(4) Every year Board of Directors analyzes and evaluates its effectiveness as10

a whole, taking into consideration of the self-evaluations of each Directorand Audit & Supervisory Board Member. A summary of the results isdisclosed, and Board of Directors endeavors to improve its function byimplementing improvement measures appropriately.
(5) Board of Directors ensures adequate cooperation with the internal audit
department (i.e. Auditing Department), including direct reporting fromthe internal audit department.
2. The Scope and Content of matters that Board of Directors makes
Decisions(1) In order to promote timely and decisive decision-making, based upon
appropriately functioning corporate governance pursuant to the
Guideline, certain decision-makings are delegated to the Management to
the extent of the applicable laws and regulations.
The scope and content of the delegation is stipulated specifically in thestandards for decision and report to Board of Directors and theManagement Committee etc. depending on importance of the decisionmakings.
(2) In consideration of important business issues for the occasion, thestandards of the preceding paragraph are revised appropriately, based on
the Board evaluation results.
3. Chairperson of Board of Directors(1) Chairperson of Board of Directors is appointed by mutual vote fromamong the members of Board of Directors pursuant to Article 22(1) of
Articles of Incorporation of Furukawa Electric Co., Ltd.
(2) Chairperson of Board of Directors endeavors to foster a climate where
free, open and constructive discussions and exchanges of views take place,including the raising of concerns by Outside Directors.
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4. Operation of Board Meetings(1) Board of Directors ensure the following to discuss and exchange of views
constructively, and to attempt to make deliberations active:① Materials for Board Meetings are distributed (including disclosed byelectronic means) sufficiently in advance of the meeting date;② In addition to Board materials and as necessary, sufficient
information is provided by prior explanation about the materials;③ The schedule of Board Meetings for the current year and anticipated
agenda items are determined in advance;④ The number of items to be discussed in Board Meetings and thefrequency of Board Meetings are set appropriately and sufficient time
for deliberations is ensured.
(2) Legal Department assists the operation of Board Meetings and provides
information about agenda items of them and support for Directors andAudit & Supervisory Board Members.
Directors may request the Company to provide with information asnecessary.
(3) Directors and Audit & Supervisory Board Members may consult withexternal specialists at company expense as necessary.
Section 3 Nominating/Compensation Committee
1. Formation and Roles of Nominating/Compensation Committee(1) We established Nominating/Compensation Committee for the purpose of
ensuring objectivity and transparency in deliberation and decisionmaking procedures concerning nomination of Directors and other officers
and their remuneration.
(2) Nominating/Compensation Committee consists of 5 or more members,
12majority of which shall be Outside Directors appointed from Directors by
the Board of Directors resolution.
In principle, the Chairperson is appointed from Outside Directors and by
mutual vote.
(3) Upon a request from Board of Directors, Nominating/Compensation
Committee deliberates and reports matters of nominating candidates for
Directors listed below:① Agendas to be proposed to a Shareholders Meeting upon an
appointment and removal of Directors and Audit & Supervisory Board
Members;② Election and dismissal of a Representative Director, Chairperson of
the Board and President;③ Appointment and removal of Corporate Vice Presidents;④ Appointment and dismissal of Executive Officers (Corporate Senior
Executive Vice President / Corporate Executive Vice President /Corporate Senior Vice President );⑤ Policy on Remuneration for Directors and Corporate Vice Presidents.
(4) Upon a delegation from Board of Directors, Nominating/Compensation
Committee deliberates and determines matters of listed below:① Evaluation of Directors and Corporate Vice Presidents;② Systems concerning Remuneration for Directors and Corporate Vice
Presidents based on the policy decided by Board of Directors on theitem 5 of the preceding paragraph;③ Details concerning Remuneration for individual Directors andCorporate Vice Presidents based on the policy decided by Board of
Directors on the item 5 of the preceding paragraph;④ Agendas to be proposed to a Shareholders Meeting on Remuneration
for Directors and Audit & Supervisory Board Members;⑤ Guidelines of Remuneration for representatives of affiliatedcompanies;
13⑥ Policy on the term of Directors and Corporate Vice Presidents andhandling after their retirement;⑦ Contents of appointment, removal and remuneration about Senior
Advisers and Honorary Advisers;⑧ Contents of the Management’s succession planning.
(5) Upon opinion of Audit & Supervisory Board, Nominating/Compensation
Committee deliberates and determines on the training and its policy of
Directors, Audit & Supervisory Board Members and Corporate Vice
President.
2. Policy on Nomination and removal of Candidates for Directors, Audit &Supervisory Board Members and Corporate Vice Presidents(1) Policy on Nomination of Candidates for Directors etc.


For high quality and valuable deliberation, the number of Directors
is limited about 10, and total number of participants including Audit& Supervisory Board Members in the Board Meetings is less than 20
at most.



There are many affiliates in Japan and abroad, and our businessarea is very widely and variously.
So candidates for Directors, Audit & Supervisory Board Members arenominated or Corporate Vice Presidents are appointed with taking
into consideration whether their skills, knowledge and experience areenough to each position for the occasion, in order to contribute toraising corporate value .
We also consider diversity including gender and international
experience.

Candidates for Outside Directors, Audit & Supervisory Board
Members are nominated in consideration of the balance of theirknowledge and career, for example, a person with experience ofcorporate management or government, an engineer who is versed in14technology and an expert on law or accounting. They are expected toparticipate in the deliberation of the Board Meetings from the varietyof viewpoint.


We consider that at least one Audit & Supervisory Board Member has
appropriate expertise on finance and accounting.



Where Directors and Audit & Supervisory Board Members also serve
as Directors, Audit & Supervisory Board Members or theManagement at other companies, such positions are limited 5 orunder including our company at most.
The information of the concurrent posts is disclosed each year.

(2) When candidates for Directors and Audit & Supervisory Board Members
are nominated, Corporate Vice Presidents are appointed or they are
dismissed, the reasons of the individual nominations, appointments anddismissals are disclosed.
(3) When Directors and Corporate Vice Presidents are removed, Board of
Directors makes a comprehensive judgment based on deliberations andreports of the Nominating/Compensation Committee.
3. Succession Planning(1) Succession planning for the President as CEO is deliberated, determined
and revised every year in Nominating/Compensation Committee, based on“The Furukawa Electric Group Purpose” and “Core Values” and specificbusiness strategies.
(2) Succession planning for Corporate Vice Presidents is revised every year
and confirmed in Nominating/Compensation Committee.
(3) Candidates for the President or Corporate Vice Presidents in the future
are fostered based on a plan, for example, they are advised by outside
consultants, trained for theManagement and targeted for change of15

Department to get necessary experiences.
4. Policy for Remuneration of the Management(1) Policy for Determining the Remuneration of the Management
The remuneration of Directors and other officers shall be determined in a
way that encourages each officer to exert his/her abilities to the maximum
level and proactively fulfill his/her duties, so that the Group will increase its
corporate value and achieve sustainable growth while contributing to thesociety through its business activities.
(2) Outline of Remuneration of the Management determined in thepreceding policy consists of Basic salary, Short-term performance-linked
remuneration (individual divisions), Short-term performance-linked
remuneration (the entire Company), ESG-linked remuneration and Midto-long -term performance-linked remuneration.


Basic salary is paid in cash in a fixed amount every month.
The amount paid to each person differs depending on their role, i.e.,management supervision role or business execution role, andposition.



Short-term performance-linked remuneration (individual division) is
paid in cash every month, and the amount paid to individual
Directors, etc. is determined by Nominating/Compensation
Committee upon comprehensively evaluating the degree ofachievement of the relevant business plan in the previous fiscal year,
such as Furukawa Value Added (FVA) and other performancemeasures that contribute to its improvement (strategic KPIs) in thedivision(s) he/she is in charge of, and the status of relevantmeasures.



Short-term performance-linked remuneration (the entire Company)
amount, which is paid in cash once a year, is determined by the
Nominating/Compensation Committee, using consolidated operating
income as the base for evaluation.
16ESG-linked remuneration is to be paid in cash every month. The
amount is to be determined upon evaluating the progress towardachieving the sustainability targets of key management issues(materiality) to be addressed by the Group.

Mid-to-long-term performance-linked remuneration is stock award
through the Trust.
Eligible Directors and Officers grant points for their service of eachfiscal term for the future stock payout, amount of which point toeach Eligible Directors and Officers varies depending on its rank.
Every three-fiscal-year, points become vested as a right to receive
stock remuneration after downward only adjustment by the pre-set
measures.
Upon its retirement, Eligible Directors and Officers are paid fromthe Trust in the stocks in the amount corresponding to the vested
points accumulated during their fiscal term.

Eligible Directors and Officers of each Remuneration program are following.
・Basic salary : Directors, Audit & Supervisory Board Members as well as
Corporate Vice Presidents and Senior Fellows who are not Directors.
・Short-term performance-linked remuneration (individual divisions),
Short-term performance-linked remuneration (the entire Company),
ESG-linked remuneration and Mid-to-long-term performance-linked
remuneration: Directors excluding Outside Directors as well as
Corporate Vice Presidents and Senior Fellows who are not Directors.
Section 4 Audit & Supervisory Board Members
and Audit & Supervisory Board(1) Audit & Supervisory Board Members and Audit & Supervisory Board
collect information about management under statutory investigation
authority and report and express their views to the Board Meetings andthe Management from an independent and objective standpoint as a17

fiduciary to shareholders.
(2) Full-time Audit & Supervisory Board Members attend the important
meetings such as the Management Committee which decides major
business matters, and they report information obtained from thesemeetings and audit activities to Outside Audit & Supervisory Board
Members.
(3) Assistant staff that is independent of the Management is appointed toassist audit activities and Audit & Supervisory Board operation.
(4) Audit & Supervisory Board Members shall ensure adequate cooperation
with the Internal Audit Department (i.e. Auditing Department) by holding
regular meetings and receiving reports as necessary.
Furthermore, Audit & Supervisory Board Members regularly report on
their audit policy and plan as well as audit results to Board of Directors
regularly.
Section 5 Accounting Auditor(1) Audit & Supervisory Board evaluates Accounting Auditor regularly basedon the evaluation standards set forth by Audit & Supervisory Board
resolution from a point of view of the independence and expertise to fulfill
the Accounting Auditor’s responsibilities, quality control for audit
operation by the audit firm as Accounting Auditor, cooperation with ourgroup auditors and responding to any fraud risk.
(2) Audit & Supervisory Board select the candidates of Accounting Auditor
based on the standards set forth by Audit & Supervisory Board resolution
from a point of view of the audit firm’s overview (independence, quality
control system), the audit system, appropriate amount estimated as audit
compensation.
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(3) Audit & Supervisory Board agrees to compensation of Accounting Auditor
taking into consideration whether audit time is adequate to ensure highquality audit. Board of Directors approves an audit contract with the
Accounting Auditor respecting opinion of Audit & Supervisory Board.
(4) Accounting Auditor is ensured opportunities for interviews with
President and General Manager of Finance & Accounting Division
regularly.
(5) General Manager of Finance & Accounting Division is responsible forhandling any fraud, inadequacies or concerns identified by Accounting
Auditor, and Audit & Supervisory Board Members confirm to the status ofthem by means of visiting audit or hearing for them.
Section 6 Outside Officers
1. Outside Officers Committee(1) We establish an environment actively for Outside Officers (Outside
Directors and Outside Audit & Supervisory Board Members) to exercise
functions of advice, supervising and audit.
(2) Outside Officers Committee is held in order to exchange opinions anddevelop a shared awareness among themselves from an independent andobjective standpoint.
(3) The center of Outside Officers appointed by mutual vote fromIndependent Directors presides over Outside Officers Committee, reports
the committee’s agenda to Board of Directors or the Management as
necessary and coordinates with the Management, Audit & Supervisory
Board Members or Audit & Supervisory Board.

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2. Independent Outside Officers(1) One third or more of Directors shall be Independent Outside Directors.
(2) Independence Standards for Outside Officers specified by the Company
If none of the following attributes are applicable to the relevant Outside
Directors and Outside Audit & Supervisory Board Members (including
candidates), we consider that they are Independent Directors and Audit &Supervisory Board Members without the possibility of creating any conflictof interest with general shareholders.
① Person belonging to a company whose main clients include theCompany (a client who provides products or services to the Company
and whose amount of transactions with the Company is equivalent tomore than 2% of the client’s annualized total sales in the most recent
fiscal year) or who engages in such operations.
② Person belonging to a company which is one of the Company’s mainclients (a client to whom the Company provides products or services
and whose amount of transactions with the Company is equivalent tomore than 2% of the Company’s annualized total sales in the mostrecent fiscal year) or who engages in such operations.
③ Person who engages in operations at a financial institution which is amain lender to the Company (a lender whose amount of loans isequivalent to more than 2% of the Company’s total assets in the mostrecent years).
④ Person who receives monetary or other economic benefits from theCompany of 10 million yen or more a year, over and above officer’s
compensation, in the capacity of such an expert as a consultant,accountant, lawyer, or who belongs to any legal entity which receives
100 million yen a year from the Company.
⑤ Person who has fallen under items ① to ④ during any period
within the past three years.
⑥ Relative of the person who falls under items ① to ⑤ above, within
the second degree of kinship.
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⑦ Any other person in breach of standards for independence set out by
Tokyo Stock Exchange, Inc.
* Even if items ① to ⑦ are not applicable, the Company may
determine that the person is not independent depending on factors
such as the amount of transactions at subsidiaries of the Company or
those of the relevant client to which the person belongs.
Section 7 Cooperation between Supervising and Audit(1) Outside Directors may request Full-time Audit & Supervisory Board
Members to provide them with audit information as necessary.
(2) Outside Directors may request Accounting Auditor to provide them withfinancial audit information as necessary.
Section8 Training of Directors and Audit & Supervisory Board Members,
etc.
(1) Training Policy for Directors and Audit & Supervisory Board Members,etc.
We provide necessary knowledge and information to Directors and Audit& Supervisory Board Members, etc. to perform their duty appropriately
when assuming their position and during their tenure period.
(2) Pursuant to the preceding policy, we support each Director and Audit &Supervisory Board Member as follows along with financial support for
associated expenses:① Assumed Time
Inside Officers (our origin Directors, Corporate Vice Presidents andAudit & Supervisory Board Members) are given the training whenassuming their position to acquire necessary knowledge and fully
understand their roles and responsibilities, including legal liabilities.
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When Outside Officers are appointed, we distribute basic materials
outlining our group and provide explanations thereof and necessary
information about business condition and business issues to performtheir duty.
② During Tenure
We offer lectures about various theme by experts quarterly as
Officers Study Session, Officers training camp to discuss our group
issues every summer, and opportunities to participate in officemeetings such as research presentation conference and factory tour.
(3) Board of Directors establishes an internal system for providing training
opportunities and information necessary for Directors and Audit &Supervisory Board Members, etc. to appropriately fulfill their roles andresponsibilities; and regularly checks whether such measures areappropriately implemented.

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CHAPTER 4 Dialogue with Shareholders
1. Policy for Constructive Dialogue with Shareholders(1) So as to support sustainable growth and increase corporate value overthe mid-to long-term, we establish systems and make effort to promote
constructive dialogue with investors including shareholders based onpolicies listed below:(Member who is responsible for Overseeing)
General Manager of Finance & Accounting Division is appointed as amember who is responsible for overseeing and establishes systems andmakes effort to ensure constructive dialogue with investors.
(Promoting Opportunities for Dialogue aside from Individual Meeting)
As a means of dialogue, we make effort to promote opportunities for
dialogue as follows:

holding general investor meetings;

management of opened Annual Shareholders Meeting;

holding company facility tours for shareholders, etc.;enhancement of company information disclosure for home and abroad
investors on our website;

ensuring opportunities to express opinion on our website for investors.

(Individual Meetings)
In addition to the above, we hold individual meetings taking into
consideration fairness of information disclosure in case we judge that themeeting contributes to our sustainable growth and increase corporate value
over the mid-to long-term.
(Measures to relay to Board of Directors)
General Manager of Finance & Accounting Division reports ourshareholder ownership structure and relays investor views learned throughdialogue to Board of Directors regularly.
(Cooperation between Internal Departments to Support Dialogue)
Finance & Accounting Division, Strategy Division, Risk Management
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Division and other related department consider contents of dialogue taking
into account control of insider information.
(Participants in Dialogue)
When the Company holds individual meetings with investors, taking into
account the purposes of each meeting, appropriate person(s) shall meet theinvestor(s).
(Confirmation of dialogue implementation status, etc.)
We disclose the status of dialogue with investors in the most recent fiscal
year.
(2) In order to enhance our IR activities and constructive dialogue withinvestors, we regularly examine our shareholder ownership structure.

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CHAPTER 5 Disclosure(1) To ensure fair and transparent corporate management, we comply withlaws and relevant regulations, and make timely and appropriate
information disclosures.
(2) We strive to disclose information that is deemed useful for shareholders
and other stakeholders, regardless of whether it is financial or nonfinancial information, as necessary.
(3) When disclosing information, due consideration is given to ensure thatsuch information is clear and useful for shareholders and otherstakeholders.
(4) We strive to disclose necessary information in our disclosure documents(including voluntary disclosure documents) in English.
(5) With respect to management of insider information, we establish aseparate disclosure policy, and take adequate measures by ensuring fairdisclosures.

Enacted on December 17, 2015
Revised on June 27, 2016
Revised on May 10, 2017
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