These documents have been translated from Japanese originals for reference purposes only. In the event of any
discrepancy between these translated documents and the Japanese originals, the originals shall prevail.

Corporate Governance Report
Last Update: December 5, 2023
NIHON KOHDEN CORPORATION
Representative: Hirokazu Ogino, Representative Director, President
Contact: Fumio Izumida, Operating Officer, General Manager of Corporate Strategy Division
Securities Code: 6849
https://www.nihonkohden.com/

The corporate governance of NIHON KOHDEN CORPORATION is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information

1. Basic Views
Nihon Kohden’s Management Philosophy is “we contribute to the world by fighting disease and improving
health with advanced technology, and create a fulfilling life for our employees” as a medical electronics
manufacturer.
To realize its Management Philosophy, the Company aims at achieving sustained growth and establishingreliance as a company that is highly evaluated by the customers, shareholders, clients and society in all
aspects including products, service, technology, financial strength, quality of employees, and other points.
In order to realize this management basic policy and increase corporate value over the mid-to long-term, theCompany recognizes that enhancing corporate governance, by establishing a management structure aiming at
improving the soundness, transparency and efficiency of management, is an important management issue.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company will comply with all principles of the Corporate Governance Code and work on the following
principle in the future.
[Principle 4.11 Prerequisites for Board Effectiveness] international diversity
The Company set the maximum number of directors at seventeen and appoints several independent outside
directors. The Board consists of directors from diverse backgrounds in expertise and experience. Currently,
one out of eleven directors is female, and the Company doesn’t appoint for foreign directors but continue towork on achieving the international diversity in view of its appropriate size of the Board and the size of its
overseas business. The Company sets a target for appointment of female directors and operating officers of 4
persons or more by April 2026 (3 persons as of June 30, 2023) and 30% or more by June 30, 2030 (11.5 % asof June 30, 2023).
[Disclosure Based on the Principles of the Corporate Governance Code] Updated[Principle 1.4 Cross-Shareholdings]
Policy with respect to cross-shareholdings:
To realize its mid- to long-term sustainable growth, Nihon Kohden considers that the collaboration withvarious companies is necessary during the course of R&D, production, logistics, sales, services and financing.
From this standpoint, Nihon Kohden Group holds shares of companies in the comprehensive view of thebusiness relationship and business strategy. The Board examines the objective of cross-shareholdings of each-1-

share on an annual basis from the following perspectives: i) increasing asset efficiency, ii) avoiding the risk ofshare price fluctuations based on its capital cost, and iii) the necessity of the collaboration with the Company.
The Company will reduce shareholdings when the Board determines the objective of cross-shareholdings isinadequate. In FY2022, the Company sold all shares of one company as a result of a review at the Board. The
Company holds shares of eleven companies at the end of March 2023.
Standards with respect to voting rights:
The Company exercises voting rights based on the judgment criteria of whether investee’s sustainable growthand improvement of mid- to long-term corporate value as well as the Company’s and the Company
shareholders’ economic return in the mid- to long-term can be expected. The Company will vote against a
relevant resolution when an adverse effect on investee’s financial strength can be expected or an illegal
activity is discovered. The Company also exercises voting rights appropriately through the dialogue withinvestee if needed.
[Principle 1.7 Related Party Transactions]
The Company establishes the following procedures with respect to related party transactions, in order toensure that such transactions do not harm the interests of the Company or the common interests of its
shareholders.
・When the Company engages in transactions with its directors or corporations whose representatives are its
directors (excluding its wholly owned subsidiaries), the Company shall obtain approval of the Board inaccordance with the Board of Directors Rules as well as complying with laws.
・The Company monitors related party transactions regularly by requiring directors and operating officers to
submit the written confirmation regarding related party transactions.
[Supplementary Principle 2.4.1 Ensuring diversity in the promotion of core human resources]
Policies for ensuring diversities:
By respecting diversity and creating a workplace environment in which each individual can demonstrate
his/her full potential, Nihon Kohden seeks to improve job fulfillment, create new value, invigorate theorganization, and enhance corporate value. The Company has traditionally hired and promoted employees
based on their abilities and performance, regardless of gender, nationality, or work history.
As part of its efforts to promote diversity and inclusion, the Company has formulated a Plan of Action underthe Act on Promotion of Women’s Participation and Career Advancement in the Workplace. By advancing thedevelopment of a workplace where women can play an active role and realizing comfortable and creating
fulfilling workplaces for not just women but all employees of Nihon Kohden, the Company is implementing
concrete measures to ensure that each employee can demonstrate their abilities to the fullest.
Voluntary and measurable goals for ensuring diversity:
The ratio of female managers*1: 12% or more by April 2026 (8.6% as of March 31, 2023)
Appointment of female directors and operating officers*2: 4 persons or more by April 2026 (3 persons as ofMarch 31, 2023)*The ratio of female directors and operating officers: 30% or more by June 30, 2030 (11.5% as of June 30,
2023)
The ratio of foreign nationals in CXO or higher positions at overseas subsidiaries: 50% or more by April 2026
(53.3% as of March 31, 2023)
The ratio of mid-career hires in management positions*1: 40% or more (42.6% as of March 31, 2023)*1: The figure is the number of employees at the parent company and domestic sales branches.
*2: The figure is the number of directors and operating officers at the parent company.
Policies for human resource development and internal environment development to ensure diversity, and thestatus of their implementation:
PolicyNihon Kohden promotes the development of human resources that embody the Core Values that serve as theguidelines for the Group’s actions. The Company also aims to create a globally consistent and coherent
human resource management system, including human resource development and personnel systems. In its
Three-year Business Plan, Nihon Kohden identified ‘Fostering a Corporate Culture of Pride in Contributing to
Healthcare’ as one of our material issues for sustainability, and set ‘Developing Human Resources who can
Succeed Globally’ as a KPI. The Company also sets a target of more than 45 cumulative hours of education-2-

for each employee over three years. The results in FY2021 and FY2022 were 18.6 hours and 18.2 hours perperson, respectively.
In addition, considering the changing values of work and the penetration of new work styles, the Company
promotes initiatives to ensure that employees are highly motivated and can realize various career paths andwork styles.
Please check the Company website for more information about its core values:
https://www.nihonkohden.com/information/philosophy/beacon2030.html#beacon2030_08
Status of implementationi) Implementation of Management Philosophy training
Nihon Kohden established the Core Values Promotion Project in Japan through an internal open recruitment
process. The project members from various divisions and job categories are creating and developing measures
to disseminate Nihon Kohden’s Management Philosophy and Core Values. The overseas subsidiaries are also
developing various unique measures to promote understanding of the Core Values and penetration of Nihon
Kohden’s DNA in each country, in addition to the Management Philosophy training. The Company will
disseminate its Management Philosophy and Core Values through implementing the Management Philosophy
training.
ii) Promotion of diversity and inclusion
Nihon Kohden dedicates a great deal of effort to promoting diversity and inclusion. The Company isimplementing initiatives not only to help female employees thrive in the workplace, but also to fully leverage
the skills and talents of our diverse pool of human resources in all aspects of our business, regardless ofgender, age, nationality, race or disability.
Please check the Company website for more information:
https://www.nihonkohden.com/sustainability/engagement/employees/diversity.htmliii) Review of personnel system
Since April 2021, Nihon Kohden has introduced a new role-based (job-based) personnel system for
management positions. In addition to developing management level employees through management courses,
the Company facilitates the promotion of highly specialized personnel through expert courses. The Company
also introduced a new personnel system for general employees in April 2023. Through a role grading system
based on the size of the work roles expected of each employee, the Company will create opportunities for
ambitious and skilled employees to actively take on challenges and grow themselves.
Please check the Company website for more information:
https://www.nihonkohden.com/sustainability/engagement/employees/development.htmliv) Promotion of working style reforms
The Company has been implementing Working Style Reforms to enable greater flexibility in work styles,
improve the work-life balance of employees, and maximize results without relying on long working hours.
Please check the Company website for more information:
https://www.nihonkohden.com/sustainability/engagement/employees/reform.html[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
To make sure that the Company performs the role as the asset owners by increasing the investment
management expertise, the Company sets the basic policy for pension asset management and establishes thePension Asset Management Committee which includes qualified persons such as general managers offinancial and human resource department.
[Principle 3.1 Full Disclosure]i) Management Philosophy, business strategies and business plans
Under the Management Philosophy that we contribute to the world by fighting disease and improving healthwith advanced technology, and create a fulfilling life for our employees, Nihon Kohden announced a Longterm Vision, BEACON 2030, for the next ten years to 2030, in September 2020. The Company aims to create
a better future for people and healthcare by solving global medical issues. The Company will steadily
implement the Three-year Business Plan, BEACON 2030 Phase I, covering from FY2021 to FY2023, in orderto achieve its sustainable growth and enhance its corporate value.
Please check the Company website for more information: https://www.nihonkohden.com/-3-ii) Basic views and guidelines on corporate governance
Please check 1. Basic Views in this report.
iii) Board policies and procedures in determining the remuneration of directors
Please check [Director Remuneration] Disclosure of Policy on Determining Remuneration Amounts andCalculation Methods in this report.
iv) Board policies and procedures in the appointment/dismissal of directors
PolicyDirector nomination is considered based on the following matters: the Board is well balanced in knowledge,
experience, and abilities as a whole; the Board can make appropriate and quick decisions; and individual
directors have excellent character, insight, and high ethical standards. The nomination policy of directors(excluding Audit & Supervisory Committee members) is stipulated in the Corporate Governance Guidelineand of Audit & Supervisory Committee members is stipulated in the Auditing Standards conducted by the
Audit & Supervisory Committee. The dismissal policy of directors is stipulated in the Corporate Governance
Guideline.
ProcedureIn accordance with the policy above, nominations and dismissals of directors, which are submitted to a
general shareholders meeting, are proposed by the Nomination & Remuneration Committee, which is avoluntary advisory committee under the Board, and are approved by the Board.
v) Explanations with respect to the individual appointments and dismissals
When the Company proposes the appointments or dismissals of the directors as an agenda at a generalshareholders meeting, the Company discloses the reasons for the individual appointments and dismissals of
directors in the Convocation Notice.
Please check the Company website for more information:
https://www.nihonkohden.com/ir/stock/meeting.html[Supplementary Principles 3-1-3 Initiatives on sustainability]
Initiatives on sustainability:
Nihon Kohden defined 12 material issues to be addressed through business and corporate activities. The
Company also incorporated these non-financial targets into its Three-year Business Plan, BEACON 2030
Phase I, in order to contribute to solving global social issues and SDGs. The Company aims to realize asustainable society and increase its corporate value by further strengthening the coordination between
business strategy and sustainability strategy, and creating both economic and social value.
Please check the Company website for more information on its sustainability promotion structure:https://www.nihonkohden.com/sustainability/nk_sustainability/management.html
As addressing climate change is the most critical social issues facing the global society and one of the mostsignificant management issues for Nihon Kohden, the Company expressed its support for TCFD (Task Forceon Climate-related Financial Disclosures) in May 2022. The Company will address climate change withintegrity to realize a carbon-free society as stated in its material issues and disclose information in line with
the TCFD recommendations.
Please check the Company website for its information on Governance, Strategy, Risk Management, andMetrics and Targets relating to climate change.
https://www.nihonkohden.com/sustainability/environment/tcfd.html
Investments in human capital and intellectual properties:
Human capital
In its Management Philosophy, Long-term Vision, and Three-year Business Plan, the Company has defined
human resources as the source of value creation for Nihon Kohden. In its Three-year Business Plan, Nihon
Kohden has also identified ‘Fostering a Corporate Culture of Pride in Contributing to Healthcare’ as one ofour material issues for sustainability, and set ‘Employee Satisfaction’ and ‘Developing Human Resources who
can Succeed Globally’ as KPIs. In addition to implementing activities based on the KPIs, the Company has
reviewed the progress of these activities regularly and disclosed the results annually in its Integrated Reportand on its website.
https://www.nihonkohden.com/sustainability/engagement/employees/work_environment.html
https://www.nihonkohden.com/sustainability/engagement/employees/development.html-4-Intellectual Property
The policy for Nihon Kohden’s intellectual property is that we enhance our freedom to operate and potential
to develop business by acquiring new intellectual properties according to our business strategy while
respecting third party rights and striving to prevent infringement. In its Three-year Business plan, Nihon
Kohden has identified the following items as material issues for sustainability: i) Developing and Providing
Sensors which are Gentle on the Patient, and ii) Creating a Peaceful Patient Environment with Advanced
Alarm Technology. The total amount of R&D costs is planned to be around ¥20.0 billion over three years. For
further details on intellectual property, please refer to our website.
https://www.nihonkohden.com/sustainability/governance/intellectual.html[Supplementary Principles 4-1-1 Scope of the matters delegated to the management]
The Board resolves the matters pursuant to the Companies Act and makes a decision on the execution ofimportant business for the Nihon Kohden Group as well as supervising directors' performance of their duties
in accordance with Board of Directors Rules and Standards for Procedures for Requesting Deliberations andMaking Decisions. Content of the matters delegated to the Management Council, president and operating
officers are clearly specified in Standards for Procedures for Requesting Deliberations and Making Decisions.
[Principle 4-9 Independence Standards and Qualification for Independent Directors]
The Company appoints four independent outside directors in order to enhance transparency and soundness ofthe management. The Company appoints outside directors who meet the independence criteria set by the
Tokyo Stock Exchange and have a wealth of knowledge and experience in their fields, and can provide advice
and supervise the management from their objective and neutral position.
[Supplementary Principles 4-10-1 Mandates and role of Nomination Committee and Remuneration
Committee]
The Company has voluntarily established a Nomination & Remuneration Committee which has equivalentfunctions to a separate Nomination Committee and Remuneration Committee, to ensure the transparency andobjectivity of the management. All three committee members including the committee chair are appointed
from outside directors.
Please check [Voluntary Establishment of Nomination/Remuneration Committee] in II-1. Organizational
Composition and Operation in this report for more information.
[Supplementary Principles 4-11-1 Balance, diversity, and size of the Board as a whole]
Balance between knowledge, experience and skills of the Board as a whole, and diversity and board size:
The Board consists of directors from diverse backgrounds in expertise and experience. The Company keeps
an appropriate number of directors, no more than seventeen in accordance with Articles of Incorporation, sothat the Board can operate efficiently and effectively, taking into consideration company size and businesscharacteristics.
The Company enhances transparency and soundness of the management by appointing several independent
outside directors.
Combination of skills, etc. that each director possesses
The Board consists of eleven members including four independent outside directors with expertise. The
Company strives to ensure diversity by appointing one female independent outside director at the Annual
Ordinary General Meeting of Shareholders held in 2020. Directors utilize their knowledge, experience, andabilities to make decisions and supervise the execution of business in order to realize the Long-term Visionand the Three-year Business Plan.
Please check the Company website for the director skills matrix that lists the knowledge, experience, andabilities of the directors:
https://www.nihonkohden.com/information/company/officer.html#skillsmatrix[Supplementary Principles 4-11-2 Concurrent positions]
The Company discloses where candidates of directors hold concurrent positions each year in the Convocation
Notice and the Annual Securities Report.

-5-[Supplementary Principles 4-11-3 Board Evaluation]
The Company analyzed and evaluated the effectiveness of the Board for FY2022 to clarify issues andimprovement of the Board and further improve the function of the Board. The Company concluded that
overall effectiveness of the Board was ensured based on the results below. The Company also started
evaluating the effectiveness of the Audit & Supervisory Committee in FY2022.
The method of the Board evaluation:
The Company conducted self-evaluations of all directors including an Audit & Supervisory Committee
members in an anonymous survey related to (1) the size and constitution of the Board, (2) the operation of theBoard, (3) the supporting system for outside directors, (4) the decision-making process of the Board, and (5)the communication with shareholders and stakeholders. The Board discussed the results of evaluations andissues for further improvements.
The results of the Board evaluation:
In terms of size, composition, and operations of the Board, it was confirmed that the structures necessary toenable appropriate performance of the Board's supervisory functions have been established. It was also
concluded that the Board operates effectively with an open atmosphere that enables inside and outside
directors to engage in candid discussion. In FY2022, based on the FY2021 evaluation results, the Company
reviewed its operation methods of Meetings and has held Meetings of the Management Council and the Boardof Directors on different dates to ensure sufficient time for deliberation at the Board. The Company also
strengthened support for outside directors by increasing the number of free discussion meetings for theexchange of opinions among outside directors. At the same time, the Board members shared the following
issues: the need for further discussion on corporate governance, risk management, and succession planning aswell as further reinforcing the support systems for outside directors.
Measures to improve the effectiveness of the Board:
In addition to continuing past improvement measures, the Company will continue to consider appointing
female and foreign directors on the Board. Based on FY2022 evaluation results, the Company will develop a
company-wide sophisticated risk management framework in FY2023. The Board of Directors will discuss
important risks and response policies which will be identified by the newly established Risk Management
Committee. The Company will also strengthen support for outside directors by enhancing and improving toprovide information such as product and business presentations. In addition, the Company will strengthen its
implementation of sustainability management and disclose information to further enhance dialogue with eachstakeholder. The Company will continue to improve overall effectiveness of the Board aiming at sustained
growth of corporate value and for an enhancement of corporate governance.
[Supplementary Principles 4-14-2 Training policy for directors (including Audit & Supervisory Committee
members)]
The Company provides directors with training opportunities for acquiring necessary knowledge and skills aswell as understanding the roles and responsibilities. Training opportunities are provided when they areappointed and thereafter at the Company’s expense. In-house training and facility tours for acquiring
necessary knowledge on the Company’s business are included.
[Principle 5-1 Policy for Constructive Dialogue with Shareholders]Information Disclosure Policy:
The Company has established the Information Disclosure Policy in order to maintain appropriate, timely andfair information disclosure and has operated the information disclosure structure in accordance with theInformation Disclosure Rules.
Please check V. Other in this report and the IR page of the Company website for more information:
https://www.nihonkohden.com/ir/policy.html
Organizational structures of IR:
The Company has appointed the president and general manager of the Corporate Strategy Division as persons
in charge of information disclosure in accordance with the Information Disclosure Rules in order to ensure theconsistency and transparency of the information disclosure. The Corporate Strategy Division, which bears
responsibility for IR activities, endeavors to realize constructive dialogue with shareholders and enhance
information disclosure by collecting necessary information in cooperation with relevant departments such as
finance, sales operations, and R&D.

-6-

Measures to promote opportunities for dialogue:
Dialogue with individual investors
The Company holds meetings for individual investors, which speakers are general manager of the Corporate
Strategy Division or a person in charge of IR in order to give investors a more in-depth understanding of ouroperations and strategies. The Company also endeavors to enhance information disclosure by explaining
company overview, financial results, and company history on its website for individual investors. In FY2022,
the Company held one in-person meeting and two online meetings for individual investors, taking into
account the COVID-19 situation. The Company also updated videos of company introductions on its website.
In terms of dialogue with individual shareholders, the Company conducts a shareholder survey every year anduses feedback from shareholders as a reference for our future IR activities. The Company introduced the new
products in the 1st half for FY2022 shareholder newsletter and the reorganization of its U.S. subsidiaries intoa holding company structure in the FY2022 shareholder newsletter.
Dialogue with shareholders and institutional investors
The president, general manager of the Corporate Strategy Division, and persons in charge of IR have meetings
with institutional investors in Japan and overseas by making periodic visits to investors, accepting visits asrequested, and by phone. The Company holds briefings to explain financial results to institutional investors
and analysts, which speaker is the president, in the 2nd quarter and 4th quarter as well as holding conference
calls, which speaker is the general manager of the Corporate Strategy Division, in the 1st quarter and 3rdquarter. From May 2020, all financial results briefings were held by conference calls or online in order toprevent the spread of COVID-19. In March 2023, the Company held a small online meeting with an officer
and persons in charge of the ventilator business aiming at realizing constructive dialogue.
Relay investor feedback to management:
The Corporate Strategy Division, which bears responsibility for IR activities, relays the views of shareholders
and investors through dialogue to the management and relevant departments for sharing and using
information.
Control insider information:
The Company has adopted a quiet period in which it will not respond to comments or questions in order toprevent information leaks of financial information and to ensure fairness in its information disclosure
practices in accordance with the Information Disclosure Policy. Measures to control insider information whenengaging in dialogue are provided in the Information Disclosure Rules and thoroughly notified to the
management and employees.
Implementation of Dialogues with Shareholders
In FY2022, the Company had around 250 meetings with institutional investors, including around 100
meetings with shareholders. The topics of the dialogues were quarterly financial results and forecasts, as well
as mid-to long-term growth strategies, capital policies, and initiatives to strengthen corporate governance andembrace sustainability.
Please check the Company website for more information:
https://www.nihonkohden.com/sustainability/engagement/investors/communication.html[Actions to Implement Management that is Conscious of Cost of Capital and Stock Price]
Nihon Kohden aims to increase ROE to enhance corporate and shareholder value. The Company sets its target
consolidated ROE at 10%, which exceeds its cost of capital, in its Three-year Business Plan, BEACON 2030
Phase I. The Company currently estimates that its cost of capital is a little over 5%, which figure is reviewed
every year.
In order to achieve the target, the Company will focus on improving its profitability by implementing its
Three-year Business Plan. The Company will also improve working capital by reducing the cash conversion
cycle, through measures such as reduction of inventories and faster debt collection, as well as establishinginvestment decision criteria and enhancing shareholder return.
The Company discloses its actions to implement management that is conscious of cost of capital and stock
price in the Annual Securities Report and presentation of financial results.
Please check the Company website for more information:
https://www.nihonkohden.com/ir/library/ar.html (Annual Securities Report in FY2022 ended March 2023)* The Annual Securities Report in English is published at the end of July every year.
https://www.nihonkohden.com/ir/library/result.html (FY2022 Consolidated Financial Results presentation)-7-

2. Capital Structure
Foreign Shareholding Ratio

More than 30%[Status of Major Shareholders] Updated
Name / Company Name
The Master Trust Bank of Japan, Ltd. (trust account)
Custody Bank of Japan, Ltd. (trust account)
Saitama Resona Bank, Ltd.
State Street Bank and Trust Company 505103
JP Morgan Chase Bank 380055
JP Morgan Chase Bank 385151
BNY GCM Client Account JPRD AC ISG (FE-AC)
AVI Global Trust PLC
GOVERNMENT OF NORWAY
RBC IST 15 PCT NON LENDING ACCOUNT - CLIENT
ACCOUNT
Controlling Shareholder (except for Parent
Company)
Parent Company

Number of Shares Owned
13,505,800
4,423,500
4,193,750
2,854,300
2,451,540
2,341,300
1,902,517
1,816,300
1,442,114

Percentage
16.05%
5.25%
4.98%
3.39%
2.91%
2.78%
2.26%
2.15%
1.71%

1,411,219

1.67%

－
None

Supplementary Explanation Updated[Status of Major Shareholders] Above is as of September 30, 2023. The Company holds 4,084 thousand
shares of treasury stock in addition to those listed above. Each shareholding ratio is calculated excluding
treasury stock. Reports of Possession of Large Volume with respect to the Company’s shares were submitted
as follows. However, they are not included in [Status of Major Shareholders] above because the number ofactual shares that they hold as of September 30, 2023 cannot be confirmed.
1. Company Name: Sumitomo Mitsui Trust Bank, Limited and two others. (as of November 30, 2020)
Number of Shares Held：6,271 thousand shares, Shareholding Ratio：7.07%
2. Company Name: Sprucegrove Investment Management Ltd. (as of May 12, 2022)
Number of Shares Held：9,294 thousand shares, Shareholding Ratio：10.47%
3. Company Name: Massachusetts Financial Services Company (as of July 15, 2022)
Number of Shares Held：3,910 thousand shares, Shareholding Ratio：4.43%
4. Company Name: MUFG Bank, Ltd. and three others. (as of September 12, 2022)
Number of Shares Held：4,510 thousand shares, Shareholding Ratio：5.11%
5. Company Name: Resona Asset Management Co., Ltd. and one other. (as of March 31, 2023)
Number of Shares Held：6,040 thousand shares, Shareholding Ratio：6.85%

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange, Prime Market

Fiscal Year-End

MarchType of BusinessElectric Appliances

Number of Employees (consolidated) as of the End of
the Previous Fiscal Year

-8-

More than 1,000

Sales (consolidated) as of the End of the Previous

From 100 billion yen to less than 1 trillion yen

Fiscal Year
Number of Consolidated Subsidiaries as of the End

From 10 to less than 50of the Previous Fiscal Year

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder--5. Other Special Circumstances which may have Material Impact on Corporate Governance---

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

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

17

Articles of Incorporation
Term of Office Stipulated in Articles of

1 year

Incorporation
Chairperson of the Board

President

Number of Directors

11

Number of Outside Directors

4

Number of Independent Directors

4Outside Directors’ Relationship with the Company (1)Relationship with the Company*

Name

Attribute

Kanako Muraoka

Attorney

Hidemitsu Sasaya

Scholar

Shigeru Kawatsuhara

From another company

a

b

c

d

e

f

g

h

i

○

Kazuo Shimizu
CPA* Categories for “Relationship with the Company”* ”○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;
-9-

j

k

“▲”when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as a director/kansayaku
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/kansayaku are mutually
appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others
Outside Directors’ Relationship with the Company (2)Name
KanakoMuraoka

Hidemitsu
SasayaMembership ofSupervisory
Committee

Designation as
Independent
Director○

Supplementary
Explanation of
the Relationship―○

Mr. Hidemitsu Sasaya iscurrently the professor at
Platform for Arts andScience, Chiba Universityof Commerce and theCompany and theuniversity have business
transactions, but there
was no transaction
amount in FY2022. He is
also a Representative
Director of Office Sasaya
Co., Ltd. and he delivered
lectures on sustainability
to executive officers and- 10 -

Reasons of Appointment
Ms. Kanako Muraoka is
closely acquainted withcorporate legal affairs as an
attorney. The Company has
appointed her as an outside
director anticipating her
objective and neutral advice,and her management
supervision from an
independent standpoint byapplying her expertise andexperience she has
accumulated to date.
The Company judged that
there’s no conflict of interest
between general shareholders
and her, so that the Company
has designated her as anindependent director.
Mr. Hidemitsu Sasaya had
been engaged in corporate
management as a corporate
director and an executive
officer and had mainly
promoted ESG/SDGs after
holding important positions in
the area of public
administration of agriculture,
forestry and fisheries andenvironment. He is currently aprofessor at a university
specializing in policy researchon SDGs, etc. He has abundant
knowledge and broad

Shigeru
Kawatsuhara○○

Supplementary
Explanation of
the Relationshipemployees of theCompany. Disclosure isomitted because theCompany considers thatthe amount ofcompensation paid to
Office Sasaya, Co., Ltd. isunlikely to affect the
judgment of shareholders
and investors.
The Company sets
immateriality standards
relating to attributeinformation thatcompensation (f) amounts
less than ¥10 million forthe current fiscal year, theamount of business
transactions (h) accounts
for less than 1 percent of
the Company’s
consolidated revenue forthe current fiscal year,
and donation (j) amounts
less than ¥10 million forthe current fiscal year.
―

Kazuo
Shimizu

○

○

―

Name

Membership ofSupervisory
Committee

Designation as
Independent
Director- 11 -

Reasons of Appointment
experience in industry,
government and academia.
The Company has appointed
him as an outside director
anticipating he will strengthen
the role and function of theBoard of Directors in the
promotion of sustainability,and provide his objective andneutral advice and his
supervision of managementfrom an independent
standpoint by applying his
expertise and experience hehas accumulated to date.
The Company judged that
there’s no conflict of interest
between general shareholders
and him, so that the Company
has designated him as anindependent director.

Mr. Shigeru Kawatsuhara hasabundant knowledge andbroad experience as amanagement of a company.
The Company has appointed
him as an outside director
serving as an Audit &Supervisory Committee
member anticipating his
management audit andsupervision from an
independent standpoint byapplying his expertise andexperience he has accumulated
to date.
The Company judged that
there’s no conflict of interest
between general shareholders
and him, so that the Company
has designated him as anindependent director.
Mr. Kazuo Shimizu hasabundant knowledge andbroad experience of financeand accounting as a Certified
Public Accountant. The
Company has appointed him
as an outside director serving

Name

Membership ofSupervisory
Committee

Designation as
Independent
Director

Supplementary
Explanation of
the Relationship

Reasons of Appointment
as an Audit & Supervisory
Committee member
anticipating his management
audit and supervision from an
independent standpoint byapplying his expertise andexperience he has accumulated
to date.
The Company judged that
there’s no conflict of interest
between general shareholders
and him, so that the Company
has designated him as anindependent director.

[Supervisory Committee]
Committee’s Composition and Attributes of Chairperson

Supervisory
Committee

All Committee
Members

Full-timeMembers

Inside Directors

OutsideDirectors

Chairperson

3

1

1

2

Inside Director

Appointment of Directors and/or Staff to Support
the Supervisory Committee

Appointed

Matters Related to the Independence of Such Directors and/or Staff from Executive Directors
Full-time employees in the Audit & Supervisory Committee Secretariat assist with Audit & Supervisory
Committee’s duties. Based on its basic policy of internal control, personnel changes of the Audit &Supervisory Committee Secretariat shall require the consent of the Audit & Supervisory Committee. The
Audit & Supervisory Committee Secretariat is independent from the directors’ (excluding Audit &Supervisory Committee members) line of command when they work under the instruction of the Audit &Supervisory Committee.
Cooperation among Supervisory Committee, Accounting Auditors and Internal Audit Departments- Cooperation between the Audit & Supervisory Committee & Accounting Auditor
The Audit & Supervisory Committee cooperates closely with the Accounting Auditor by receiving
explanation of auditing plans and quarterly audit results, exchanging opinions, and attending audits for main
offices and subsidiaries in Japan and overseas conducted by the Accounting Auditor. The Audit & Supervisory
Committee also shared information and exchanged opinions with the Accounting Auditors in the process of
selecting the Company’s key audit matters (KAM).
- Cooperation between the Audit & Supervisory Committee and Internal Auditing Department
The Audit & Supervisory Committee meets regularly with the Internal Auditing Department (elevenmembers), an organization under the direct supervision of the president for exchanging information andenhancing cooperation. The Internal Auditing Department regularly verifies and evaluates the status ofcompliance, appropriateness and effectiveness of business operations as well as evaluating the effectivenessof internal control over financial reporting at the Company and its subsidiaries. The Internal Auditing- 12 -

Department also verifies and evaluates management systems to identify and prevent situations in which fraud
or errors may occur. The Internal Auditing Department makes recommendations for improvement,suggestions, and advice to the audited departments as necessary and reports the internal audit results to thepresident and the Audit & Supervisory Committee each time an internal audit is conducted. Internal audit
results and progress of improvements are reported to directors and operating officers at the Board of Directors
Meetings every quarter.
[Voluntary Establishment of Nomination/Remuneration Committee]
Voluntary Establishment of Committee(s) Corresponding to Nomination Committee
or Remuneration Committee

Established

Committee’s Name, Composition, and Attributes of Chairperson

All Committee Members

Committee Corresponding toNomination Committee
Nomination & Remuneration
Committee
3Committee Corresponding to
Remuneration Committee
Nomination & Remuneration
Committee
3

Full-time Members

00Inside Directors

00Outside Directors

33Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Committee’s Name

Supplementary Explanation
The Company has established a Nomination & Remuneration Committee voluntarily which has equivalentfunction to a Nomination Committee and a Remuneration Committee. The purpose of the Committee is toensure a higher level of fairness, objectivity, and transparency in the decision-making process for thenomination and remuneration of the management in order to contribute to the sustainable development, andthe improvement of profitability and productivity of the Company in the mid- to long-term. Currently,
committee members consist of three members: Mr. Shigeru Kawatsuhara, Ms. Kanako Muraoka, and Mr.
Kazuo Shimizu. Mr. Shigeru Kawatsuhara is the committee chair. The committee chair of the Nomination &Remuneration Committee is to be elected from among independent outside directors, and the majority ofcommittee members are to be independent outside directors. The Committee Secretariat is the Human
Resources Department.
The Nomination & Remuneration Committee deliberates the proposal of the candidates, the remuneration of
directors and the succession plan in response to requests from the Board, and submits the proposals to theBoard. The roles and responsibilities of the Committee are as follows:
Nomination of directors and operating officers:
In response to requests from the Board of Directors, the Nomination & Remuneration Committee deliberates
on and submits to the Board of Directors proposals concerning the appointment and dismissal of directors, theappointment and dismissal of the Chief Executive Officer, and the selection and dismissal of therepresentative directors. It also deliberates on the policy for the appointment and dismissal of operating
officers and confirms the procedures for the appointment and dismissal of each candidate for operating
officer.

- 13 -

Remuneration of directors and operating officers:
In response to requests from the Board of Directors, the Nomination & Remuneration Committee deliberates
on and proposes to the Board of Directors policies and detailed recommendations for determining the amounts
and calculation methods of remuneration for directors. It also deliberates on the policies for determining theamount and calculation methods of remuneration for operating officers and confirms the procedures to befollowed in determining remuneration for operating officers.
Succession plan:
The Nomination & Remuneration Committee deliberates on the policies and details of fostering successors to
the Chief Executive Officer and other executives, and submits the proposals to the Board.
In FY2022, the Nomination & Remuneration Committee was held eight times and the attendance rate of all
members (Mr. Shigeru Kawatsuhara, Ms. Kanako Muraoka, and Mr. Kazuo Shimizu) was 100%.
[Independent Directors]
4

Number of Independent Directors
Matters relating to Independent Directors

The Company registers all outside directors who meet the independence criteria as independent directors. The
Company appoints outside directors who meet the independence criteria set by the Tokyo Stock Exchange andhave a wealth of knowledge and experience in their fields, and can provide advice and supervise themanagement from their objective and neutral position.
[Incentives]
Introduction of a performance-based compensation
system, Other

Incentive Policies for Directors
Supplementary Explanation

Remuneration of directors (excluding directors serving as Audit & Supervisory Committee members andoutside directors) shall consist of bonuses as performance-based compensation reflecting short-term businessperformance and restricted stock remuneration as an incentive to continuously improve the Company’s
corporate value over the mid- to long-term.
Performance-based bonuses shall reflect key performance indicators (KPI) to raise awareness of the need to
improve the Company’s business performance in each fiscal year. The target performance indicators and theirvalues shall be in line with the medium-term business plan and set at the time of the formulation of the plan.
The FY2022 performance indicator selected as the basis for calculating the amount of performance-based
compensation is operating income. Amounts of performance-based compensation are calculated based on the
degree of achievement of the operating income target as well as individual evaluation according to eachdirector’s area of responsibility, and the variable payment rate is 0% to 200%.
Recipients of Stock Options

None

Supplementary Explanation--[Director Remuneration]
Disclosure of Individual Directors’ Remuneration- 14 -No Individual DisclosureSupplementary Explanation
The Company discloses the total amount of the directors’ remuneration in the Convocation Notice and theAnnual Securities Report.
The amount paid to eight directors excluding directors serving as Audit & Supervisory Committee members
and outside directors was 340 million yen (fixed compensation of 221 million yen, performance-based
compensation of 84 million yen, and restricted stock remuneration of 35 million yen).
The amount paid to one director serving as an Audit & Supervisory Committee member excluding outside
directors was 25 million yen.
The amount paid to five outside directors was 43 million yen.
- The number of directors receiving restricted stock remuneration is six. (One non-resident of Japan is not
eligible for payment).
- The 65th general shareholders meeting held on June 28, 2016 approved the following: i) with respect to theamount of remuneration to directors of the Company excluding directors serving as Audit & Supervisory
Committee members, total amount shall be within the limit of 400 million yen (including the amount of
remuneration to outside directors which shall be within the limit of 30 million yen), ii) with respect to theamount of remuneration to Audit & Supervisory Committee members, total amount shall be within the limitof 80 million yen.
- The 69th general shareholders meeting held on June 25, 2020 approved the following: The maximum amountof monetary compensation receivables to be paid to directors (excluding directors serving as Audit &Supervisory Committee members and outside directors) in respect of restricted stock shall be within the limitof 100 million yen.
Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
The Company has established the policy on determining the amounts and methods of calculation of directors'
remuneration which would further link with performance and shareholder value as well as aiming at thetransparency of management and ensuring growth and profitability in mid- to long-term.
Remuneration of directors shall be linked to shareholder value so as to function effectively as an incentive forcontinuously improving the Company’s corporate value. Remuneration of each director shall be determined at
an appropriate level based on their respective responsibilities.
Remuneration of directors (excluding Audit & Supervisory Committee members and outside directors) shallconsist of a base salary as fixed monthly compensation, bonuses as performance-based compensationreflecting short-term business performance, and restricted stock remuneration as an incentive to continuously
improve the Company’s corporate value over the mid- to long-term. Remuneration of Audit & Supervisory
Committee members and outside directors, who are responsible for supervisory functions, shall consist of the
fixed monthly compensation only.
The fixed monthly compensation shall be determined based on the director’s position, responsibilities, andyears served as director, comprehensively taking into consideration the level of other companies, theCompany's business performance, and the level of employee salaries.
Performance-based bonuses shall reflect key performance indicators (KPI) to raise awareness of the need to
improve the Company’s business performance in each fiscal year. The target performance indicators and theirvalues shall be in line with the medium-term business plan and set at the time of the formulation of the plan.
The target values shall be reviewed as appropriate in accordance with the report of the Nomination &Remuneration Committee in response to environmental changes. The degree of achievement of the target
values shall be used as a common evaluation index for all directors. Individual evaluations shall be conductedaccording to each director's area of responsibility. The amount of bonuses shall be calculated based on avariable payment rate of 0% to 200% and the bonuses shall be paid at a fixed time each year.
- 15 -

As regards restricted stock remuneration, the Company shall, in principle, allot shares of the Company's
common stock every year, after concluding an agreement on allotting restricted stock between the Company
and each director (excluding Audit & Supervisory members and outside directors). The number of shares ofrestricted stock to be allotted shall be determined based on the position of the allottee. To encourage thesharing of value with shareholders over the mid- to long-term, the transfer restriction period shall be from the
grant date of the restricted stock to the date when each director retires from the position of director oroperating officer.
The ratio by types of compensation for directors (excluding Audit & Supervisory Committee members andoutside directors) shall be reviewed by the Nomination & Remuneration Committee, based on the
remuneration levels of benchmark companies whose business scale is similar to the Company. The weightingof performance-based compensation shall be higher for the higher positions. While respecting the report by
the Nomination & Remuneration Committee, the Board of Directors shall determine the details of
remuneration for each director within the range of the ratio by types of compensation indicated in the report.
The amount of remuneration shall be determined by resolution of the Board of Directors, which shall have theauthority to determine the amount of basic salaries for each director as well as the evaluation and allocation of
performance-based compensation based on the performance of the business for which each director is
responsible. The Board of Directors shall consult the Nomination & Remuneration Committee on the draft
remuneration plan and obtain a report from the Committee to ensure that the Board exercises its authority
appropriately. The Board of Directors shall also resolve the number of shares to be allocated to each director
as restricted stock remuneration based on the report of the Nomination & Remuneration Committee.
In determining the content of remuneration for each director (excluding Audit & Supervisory Committee
members), the Nomination & Remuneration Committee shall conduct a multifaceted review of the draft
remuneration plan, including consistency with the Decision Policy. As a general rule, the Board of Directors
shall defer to the report of the Nomination & Remuneration Committee and determine that the proposed
remuneration complies with the Decision Policy.
The remuneration of Audit & Supervisory Committee members shall consist of fixed monthly compensation
only from the perspective of placing importance on the independence and objectivity of management. The
amount of remuneration for each director is determined by consultation among the Audit & Supervisory
Committee members.
[Supporting System for Outside Directors]
The Corporate Strategy Division and Audit & Supervisory Committee Secretariat are in charge of supporting
outside directors by assisting in their duties and communications. The Company provides periodic
information such as monthly business reports of departments and Group companies to outside directors. When
the Company holds the meeting of the Board or the Management Council, the Corporate Strategy Divisiondelivers related materials to them and explains agenda items of the meetings to them in advance.
[Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)]
Information on retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)

Name

Job title/
position

Kazuo
Ogino

Honorary
Chairman

Responsibilities
External businessactivity(not involved inmanagement)

Employment terms(Full/part time,
with/withoutcompensation, etc.)
Full time withcompensation

Date when former
role as president/
CEO ended
June 25, 2015

Number of retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)- 16 -Term
One year(one year contract at
the time of renewal)
1Others
The date when former role of Kazuo Ogino ended is the date of retirement of the Representative Director
and Chairman of the Board.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)i) Overview of Current System
The Board of Directors :The Board consists of a total of eleven directors (including one female director); eight directors excluding
Audit & Supervisory Committee members (including two outside directors) and three Audit & Supervisory
Committee members (including two outside directors). The Board has monthly meetings in order to resolve
the matters pursuant to the Companies Act and makes decisions on the execution of important business for the
Nihon Kohden Group as well as supervise directors' performance of their duties. The Board of Directors washeld eighteen times in FY2022. Each director’s attendance is as follows:
Hirokazu Ogino 18/18 (100%)
Born in May 1970/Joined the Company in April 1995
Takashi Tamura 18/18 (100%)
Born in March 1959/Joined the Company in April 1983
Tadashi Hasegawa 18/18 (100%)
Born in June 1959/Joined the Company in April 2014
Fumio Hirose 18/18 (100%)
Born in March 1960/Joined the Company in April 1982
Eiichi Tanaka 18/18 (100%)
Born in July 1962/Joined the Company in April 1985
Yasuhiro Yoshitake 18/18 (100%)
Born in March 1966/Joined the Company in April 1988
Hiroyuki Satake 13/13 (100%) (after appointment as a director on June 28, 2022)
Born in April 1958/Joined the Company in April 1984
Kanako Muraoka 18/18 (100%)
Born in April 1965/
Appointed as Outside Director of the Company in June 2020
Hidemitsu Sasaya 13/13 (100%) (after appointment as a director on June 28, 2022)
Born in May 1953/
Appointed as Outside Director of the Company in June 2022
Shigeru Hirata 18/18 (100%)
Born in May 1961/Joined the Company in April 1985
Shigeru Kawatsuhara 18/18 (100%)
Born in February 1952/
Appointed as Outside Director of the Company in June 2016
Kazuo Shimizu 18/18 (100%)
Born in May 1959/
Appointed as Outside Director of the Company in June 2020
Audit & Supervisory Committee :The Audit & Supervisory Committee consists of three directors, including two outside directors and one fulltime member. Each Audit & Supervisory Committee member conducts audit activities in accordance with theaudit policy, audit plan, and division of duties which were formulated by the Audit & Supervisory Committee.
Each Audit & Supervisory Committee member attends the important meetings such as the Management
Council. Each Audit & Supervisory Committee member audits the performance of the directors' duties byinvestigating the conduct of business operations and status of assets at the Company’s main offices throughoffice visits or web meetings as well as by investigating reports on audit results from the Internal Auditing
Department. The Audit & Supervisory Committee cooperates with the Accounting Auditor and the Internal
Auditing Department as described in the [Supervisory Committee] section in this report. The full-timemember of the Audit & Supervisory Committee has many years of experience in finance and accounting
departments and possesses a considerable degree of knowledge about finance and accounting.
Management Council:
Meetings of the Management Council, at which directors and operating officers attend, are held once or twicea month in order to undertake the management activities based on the policy approved by the Board as well as
aiming at prompt decision making and flexible business operation. The Company has introduced an operating
officer system that provides a clear segregation between managerial decision making and supervisory
functions on the one hand and the execution of operations on the other.

- 17 -

Nomination & Remuneration Committee:
The Company has established a Nomination & Remuneration Committee, which is a voluntary advisorycommittee under the Board, to ensure transparency and objectivity of the management. The Committee
consists of three outside directors and the committee chair is also appointed from outside directors.
The Company registered four outside directors as independent directors, who have no conflict of interest
between general shareholders and them, to the Tokyo Stock Exchange. Outside directors attend the important
meetings such as the Management Council as necessary. They provide opinions from an objective and neutral
standpoint if necessary and supervise the Company’s management.
ii) Measures to strengthen the function of Audit & Supervisory Committee
Please check [Supervisory Committee] above in this reportiii) Accounting auditor
The Company has appointed Crowe Toyo & Co. as an Accounting Auditor. The continuous audit period isforty seven years. Engagement partners of the firm are Ms. Yuko Suzuki and Mr. Takashi Miura. Eightcertified public accountants and five other persons in the firm assist the auditing of the Company.

3. Reasons for Adoption of Current Corporate Governance System
The Company has adopted a Company with Audit & Supervisory Committee structure to achieve thefollowing: enhancement of supervisory function through possession of voting rights at the meeting of theBoard by Audit & Supervisory Committee members, improvement of soundness and transparency ofmanagement by increasing ratio of outside directors, and acceleration of management decision making by
having options to delegate the authorities for the business execution. The Company takes measures such asappointment of independent outside directors and introduction of an operating officer system as well as
cooperation among the Audit & Supervisory Committee, Internal Auditing Department and Accounting
Auditor. The Company believes the management monitoring functions work sufficiently.

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholders Meetings and Smooth Exercise of Voting Rights
Early Notification of General
Shareholders Meeting

Scheduling AGMs Avoiding
the Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform
Providing Convocation Noticein English
Other

Supplementary Explanations
The Company strives to send notices as early as possible by streamlining
related work. The Company sent Convocation Notice regarding the 72nd
Ordinary General Meeting of Shareholders four days earlier than thestatutory due date. The Company disclosed Convocation Noticeelectronically on the Company website on May 29, 2023, and on Timely
Disclosure Network (TDnet) operated by the Tokyo Stock Exchange on
May 30, 2023.
The 72nd Ordinary General Meeting of Shareholders was held on June 28,
2023.
The Company adopted electronic exercise of voting rights since the 65th
Ordinary General Meeting of Shareholders held on June 28, 2016.
The Company adopted electronic voting platform since the 65th Ordinary
General Meeting of Shareholders held on June 28, 2016.
The Convocation Notice in English (summary) was posted on the Company
website on May 31, 2023, and on Timely Disclosure Network (TDnet) on
June 1, 2023.
The Convocation Notice, extraordinary reports (the results of the exercise of
the voting rights on the items for resolution), and chairperson’s presentation
video have been posted on the Company website.

- 18 -

2. IR Activities
Supplementary Explanations
Preparation andPublication ofDisclosure Policy
Regular Investor
Briefings for
Individual
Investors

Regular Investor
Briefings forAnalysts andInstitutional
Investors
Regular Investor
Briefings forOverseas Investors
Posting of IR
Materials on
WebsiteEstablishment of
Department and/orManager in Chargeof IR

Disclosure policy has been established and disclosed on the
Company website:
https://www.nihonkohden.com/ir/policy.html
The Company holds company briefings organized by
securities companies and explains its management strategy
and business operations. The meeting presentation materials
and summary of Q&A have been posted on the Company
website for enhancing information disclosure.
In FY2022, the Company held one in-person meeting andtwo online meetings with individual investors. The Company
also updated videos of company introductions on its website.
The Company holds briefings to explain financial results toinstitutional investors and analysts, which speaker is thepresident, in the 2nd quarter and 4th quarter. The Company
also organizes conference calls in the 1st quarter and 3rdquarter, which speaker is the general manager of the
Corporate Strategy Division. From May 2020, all financial
results briefings were held by conference calls or online.
The Company visits overseas shareholders and institutional
investors to explain the financial results and its management
strategy. In FY2021, the Company held each meeting online.
The Company website (https://www.nihonkohden.co.jp/)
carries a host of information, including earnings releases,
timely disclosure materials, the Annual Securities Reports,
presentation materials of financial results, Convocation
Notice, reports for shareholders, overview of corporate
governance, and Integrated Report. English translations of
the summaries of quarterly financial results, Annual
Securities Reports, presentations of financial results,
corporate governance reports, Convocation Notices(including business reports), results of exercise of voting
rights at the Shareholders Meeting and other materials arealso available on the website.
The Corporate Strategy Division is in charge of IR. The
general manager of the Corporate Strategy Division has been
appointed as person in charge of information disclosure.

Explanations byrepresentative directors

No

Yes

Yes

3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting the Positionof Stakeholders
Implementation ofEnvironmental Activities,
CSR Activities etc.

Supplementary Explanations
It is stated in the Nihon Kohden Charter of Conduct, which codifies the basic
criteria for business conduct, and the Nihon Kohden Code of Ethics andConduct, which stipulates the way of conduct to be observed from the pointof view of compliance with laws.
Nihon Kohden’s Management Philosophy is “we contribute to the world byfighting disease and improving health with advanced technology, and create afulfilling life for our employees” as a medical electronics manufacturer.
Nihon Kohden’s sustainability activities are based on realizing its philosophy
and the implementation of the Nihon Kohden Charter of Conduct. The
Company’s sustainability activities have been posted on its website anddescribed in Integrated Report.

- 19 -

Development of Policies on
Information Provision to
Stakeholders
Other

It is stated in the Nihon Kohden Charter of Conduct, which codifies the basic
criteria for business conduct, and the Nihon Kohden Code of Ethics andConduct, which stipulates the way of conduct to be observed from the pointof view of compliance with laws.
In order to encourage women’s career development, we are providing amentor program, trainee program which provides short-term experience ofwork in other departments, exchange meetings for female employees, and aseminar for managers. These initiatives will provide opportunities to support
female managers, build female employee networks, and raise awareness offemale participation for the next generation. As a result of encouraging
women’s career development through relevant seminars and training courses,
as of April 2023, the ratio of female managers was 8.0% in the parent
company, which was a decrease of 60 basis points from the previous year. The
ratio decreased because the Company changed the scope of its management
positions in accordance with the introduction of a new personnel system in
April 2023. One female outside director was appointed in June 2020, and two
female operating officers were appointed in April 2021. As of June 30, 2023,
the ratio of female directors and operating officers is 11.5%. As a result ofadvancing the development of a workplace where women can play an activerole, the Company has obtained the Women’s Participation Promotion Act
certification mark called Eruboshi from the Minister of Health, Labour andWelfare in FY2021. In the Plan of Action newly formulated in FY2021, theCompany set a target of increasing the ratio of female managers to at least
12% and the ratio of male employees taking childcare leave to at least 30% by
the end of March 2026. As a result of promoting awareness and penetration ofvarious systems to support childcare, the ratio of male employees who tookchildcare leave in FY2022 was 38.9%, exceeding the Company’s target. In
addition, 81.4% of male employees took childcare leave or used paid leave
for childcare purposes. The Company will continue to develop an
environment where any employee who wishes to take childcare leave can doso, regardless of their workplace or job category.
The Company has developed an environment where employees can balance
work with childcare and it has obtained the right to use the next-generation
certification mark called Kurumin from the Minister of Health, Labour andWelfare, in recognition of the Company’s efforts to support employees’
childcare needs. In FY2022, the Company expanded systems such as theteleworking system and flextime system to promote flexible work styles. The
Company also introduced a system where the Company subsidizes a part ofan employee’s wages for the first month of childcare leave, in addition tochildcare leave benefits from unemployment insurance. The Company willcontinue to actively promote women’s participation and career advancementin the workplace and provide support for balancing work with family andchildcare.

- 20 -

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
The Company shall work to improve the internal control system in accordance with the following basic policy
for establishment of internal control system.
1.

System to Ensure Compliance by Directors and Employees of the Company Group with Laws and the
Articles of Incorporation in the Execution of Their Duties
In order to ensure fair and appropriate corporate activities, the Company has thoroughly notified Nihon
Kohden Charter of Conduct, which codifies the basic criteria for business conduct, and Nihon Kohden Codeof Ethics and Conduct, which stipulates the way of conduct to be observed from the point of view ofcompliance with laws, to directors and employees by training and promotion activities.
The Compliance Committee and compliance officers at departments and Group companies promote theimplementation of compliance.
The Company has established an internal compliance hotline for reporting and consultation in order to findand cure unfair practices as early as possible.
The Company stands against antisocial forces that threaten the order and safety of civil society, and has no
relationship with them.
2. System for Storing and Managing Information Related to the Execution of Duties by Directors
Information related to the execution of duties by directors are stored and managed appropriately during thestorage period set for each information in accordance with Standards for Procedures for Requesting
Deliberations and Making Decisions. Documents are stored and made available for inspection depending on
recording media.
3. Risk Management of Possible Losses
The Company has established the risk management system for managing risks associated with overall
operations of the Company Group in accordance with Risk Management Rules in order to ensure the soundand appropriate business operations. The Company shall work to improve the effectiveness of the system.
The risk management department implements group-wide risk management, assigning responsibility for eachrisk associated with operational execution to specific departments.
In the event of an emergency, such as a natural disaster, emergency response measures shall be implemented
with regard to internal rules such as BCP.
4. System to Ensure Efficient Business Execution by Directors
Meetings of the Management Council, at which directors and operating officers attend, are held once or twicea month aiming at prompt decision making and flexible business operation.
The Company has introduced an operating officer system that provides a clear segregation between
managerial decision making and supervisory functions on the one hand and the execution of operations on theother.
The Company will endeavor to ensure the effective business execution by establishing internal rules to clarify
the allocation of duties, authority, responsibility and execution procedures of each director, operating officer
and council.

5. System to Ensure Proper Business Execution of the Company GroupThe Company has established the management system to ensure the proper business execution of theCompany Group in accordance with the internal rules, assigning responsibility for the appropriate
management of each Group company to specific departments, receiving the periodic report regarding thebusiness performance and other important matters from each Group company, and requiring Group companies
to obtain prior approval from the Company before conducting important matters.
The Internal Auditing Department is in charge of auditing the Company and Group companies.
The Company has established the internal control system to ensure the reliability of financial statements under
the Financial Instruments and Exchange Act and will assess and improve the system continuously.

- 21 -

6.

Matters concerning directors and employees assisting the Audit & Supervisory Committee, theindependence of such directors and employees from other directors, excluding Audit & Supervisory
Committee members, and ensuring the effectiveness of instructions from the Audit & Supervisory
Committee to such directors and employees.
The Audit & Supervisory Committee Secretariat assists with the Audit & Supervisory Committee’s duties
when the Audit & Supervisory Committee requests or instructs.
Personnel changes of the Audit & Supervisory Committee Secretariat shall require prior consent of the Audit& Supervisory Committee.
The Audit & Supervisory Committee Secretariat is independent from the directors’, excluding Audit &Supervisory Committee members, line of command when they work under the instruction of the Audit &Supervisory Committee.
7.

System for Reporting to the Audit & Supervisory Committee by Directors, excluding Audit &Supervisory Committee members, and Employees of the Company Group
Directors, excluding Audit & Supervisory Committee members, and employees of the Company Group shallpromptly report to the Audit & Supervisory Committee concerning matters that may cause serious damage to
the Company Group, material violations of laws and the Articles of Incorporation, unfair practices as well as
results of internal audit.
The Audit & Supervisory Committee may request reports of directors, excluding Audit & Supervisory
Committee members, and employees of the Company Group as necessary.
Directors, excluding Audit & Supervisory Committee members, or employees who report to the Audit &Supervisory Committee will not be subjected to disadvantageous treatment because of such report.
The Audit & Supervisory Committee audits the performance of the directors', excluding Audit & Supervisory
Committee members, duties by attending the important meetings such as the Management Council.
8. System to Ensure Effective Audit by the Audit & Supervisory Committee
Representative directors have periodic meetings with the Audit & Supervisory Committee and exchange
opinions regarding challenges that the Company should deal with, the audit environment of the Audit &Supervisory Committee, and other important audit issues.
The Audit & Supervisory Committee shall maintain close contact and share information with the Accounting
Auditor and Internal Auditing Department in order to ensure effective audit of the Company and Group
companies.
The Company will promptly reimburse expenses invoiced by Audit & Supervisory Committee members thatare deemed necessary for the execution of their duties in accordance with Auditing Standards Conducted by
the Audit & Supervisory Committee.

2. Basic Views on Eliminating Anti-Social Forcesi) Basic Views on Eliminating Anti-Social Forces
The Company stands against antisocial forces that threaten the order and safety of civil society, and has no
relationship with them as described in basic policy for establishment of internal control system.
ii) Status of Eliminating Any Relationships with Anti-Social Forces
The Company stands against antisocial forces that threaten the order and safety of civil society, and has no
relationship with them. This is stipulated in the Nihon Kohden Charter of Conduct and thoroughly notified tothe management and employees. The General Affairs Department is in charge of handling of anti-social forces
and assigns a person responsible for preventing undue claims and collecting relevant information from policeand companies in community. The Company has also built a system to take prompt action in cooperation with
police, attorneys and other outside expert organizations if such cases occur.

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

None

Supplementary Explanation

2. Other Matters Concerning to Corporate Governance System
The status of the company system for the timely disclosure of corporate information of the Company is asfollows:i) Basic stance on information disclosure
The Company Group stands committed to broadly engaging its shareholders as well as society as a whole. In
this regard, the company discloses corporate information in a responsible and fair manner and adheres tohighly transparent management practices as outlined in the Nihon Kohden Charter of Conduct. In accordancewith this commitment and as stated in its Information Disclosure Policy, information related to the Nihon
Kohden Group is disclosed in a timely, responsible, fair and clear manner in order to deepen theunderstanding and trust of all stakeholders, including customers, shareholders and local communities, and toattain a reasonable valuation from financial markets.
ii) Internal system for timely disclosure1) The Company conducts timely disclosure in accordance with the "Rules on Timely Disclosure of Corporate
Information by Issuer of Listed Securities and the Like" set out by the Tokyo Stock Exchange and its"Information Disclosure Rules." The Company has established the Information Disclosure Committee as wellas rules and systems for timely disclosure, which it properly oversees and manages.
2) The general manager of the Corporate Strategy Division has been appointed as person in charge of
information disclosure. The Corporate Strategy Division controls material information when a decision or
event that affects investment judgments occurs. The Accounting department controls financial information.
Both departments have always cooperated to control related information.
3) Timely disclosure information is released by person in charge of information disclosure after it is approvedby the Board or the Management Council or confirmed by the president.
The Board convenes once a month to fulfill its managerial decision making and supervisory functions. The
Management Council is held once or twice a month to decide important issues relating to business executions
based on the policy approved by the Board. An extraordinary meeting is held as needed in the Board Meetingor Management Council.
4) Information is released to the public through the Timely Disclosure Network (TDnet) operated by the
Tokyo Stock Exchange. Information made public through TDnet is also posted on the Company website
promptly and distributed to the press club as necessary.
Information Disclosure Policyi) Basic Policy
The Company Group stands committed to broadly engaging its shareholders as well as society as a whole. In
this regard, the company discloses corporate information in a responsible and fair manner and adheres tohighly transparent management practices as outlined in the Nihon Kohden Charter of Conduct. In accordancewith this commitment, information related to the Company Group is disclosed in a timely, responsible, fairand clear manner in order to deepen the understanding and trust of all stakeholders, including customers,
shareholders and local communities, and to attain a reasonable valuation from financial markets.
ii) Information Disclosure
The Company discloses information in compliance with Japan’s Companies Act, Financial Instruments andExchange Act, other related laws, and the disclosure rules of the Tokyo Stock Exchange. Information that isbeneficial to fostering greater understanding of the Company, but which is not subject to these laws and rules,is also proactively and fairly disclosed to every extent possible. Material information which is subject to fair
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disclosure rules is managed appropriately, and is not disclosed selectively to certain securities market
professionals.
iii) Internal Framework
The Company has established an Information Disclosure Committee as well as rules and systems for timely
disclosure, which it properly oversees and manages.
iv) Information Disclosure Methods
Information which is subject to timely disclosure rules is released to the public through the Timely Disclosure
Network (TDnet) operated by the Tokyo Stock Exchange. Information made public through TDnet is also
promptly posted on the Company website. Information that is deemed important but which is not subject totimely disclosure rules is also disclosed in a timely, responsible and fair manner through press releases issued
to media outlets and publications on the Company website. If the Company determines that its director or
employee has unintentionally disclosed material, nonpublic information to a securities market professional,
such information is promptly disclosed on the Company website (If such information is deemed to be subject
to timely disclosure rules, public disclosure will be made through TDnet). If the Company determines that it is
not appropriate to disclose such information, the Company may take action such as withholding public
disclosure on condition that the party who received such information agrees to bear obligations ofconfidentiality and non-trading of the Company’s shares until such information can be publicly disclosed.
v) Forward-Looking Statements
Information provided by the Company may contain future outlooks and strategies, such as earnings forecasts
appearing in financial statements released in accordance with timely disclosure rules. Actual performance
may differ from initial forecasts because this information contains uncertainties and risks related to economic
trends, industry trends and exchange rates, among other factors.
vi) Quiet Period
The Company has adopted a quiet period in which it will not respond to comments or questions from the day
after the closure of its accounting period to the date it presents its financial statements in order to prevent
information leaks of financial information (including both annual and quarterly) and to ensure fairness in its
information disclosure practices. However, in the event that the Company’s earnings forecast is found to
greatly deviate from initial projections during this quiet period, the company will disclose such information incompliance with timely disclosure rules.

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