Corporate Governance Report
CORPORATE GOVERNANCE

JAC Recruitment Co., Ltd.

Last Update:

March 27, 2024

JAC Recruitment Co., Ltd.

Hiromi Tazaki, Co-Founder, Chairman, CEO and Managing Director
Contact: Toshihiko Okino, Director, Head of Administration and CFO
Securities code: 2124
https://corp.jac-recruitment.jp/en

The corporate governance of JAC Recruitment Co., Ltd. (the “Company”) is described below.

I.

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

1.

Basic Views
The Company believes that its mission in corporate management is to meet the trust and expectations of all stakeholders who
support its corporate activities, to achieve sustainable growth and to increase corporate value over the medium to long term. The
Company considers it important to pursue transparency, soundness, and efficiency in management, disclose timely and accurate
management information, comply with laws and regulations, and maintain and develop good relationships with stakeholders,
including shareholders, client companies, registered candidates, and employees, for the company's lasting development, andtherefore will strengthen its corporate governance system.

Reasons for Non-compliance with the Principles of the Corporate Governance CodeThe company has complied with all the principles of the Corporate Governance Code.

Disclosure Based on each Principle of the Corporate Governance Code
The Company discloses the compliance with each principle as the “Basic Policies on Corporate Governance, JAC Recruitment
Co., Ltd.” and posts it on the Company's website.
The URL of the website is:(Japanese) https://ir.jac-recruitment.jp/ja/investors/management/governance.html(English) https://ir.jac-recruitment.jp/en/investors/management/governance.html
respectively.

(Measures to achieve cost of capital and share price conscious management) (English-language disclosure available)
The Company discloses the compliance with "Measures to achieve cost of capital and share price conscious management."(Corporate Governance Code Principle 5-2) in the " Basic Policies on Corporate Governance, JAC Recruitment Co., Ltd " which
is published on the company's website.
The URL of the website is:(Japanese) https://ir.jac-recruitment.jp/ja/investors/management/governance.html

1

(English) https://ir.jac-recruitment.jp/en/investors/management/governance.html
respectively.

(Response for promoting dialogue with shareholders and disclosure) (English-language disclosure available)
The Company discloses the compliance with " Response for promoting dialogue with shareholders and disclosure " (Corporate
Governance Code Principle 5-1) in the " Basic Policies on Corporate Governance, JAC Recruitment Co., Ltd " which is publishedon the company's website.
The URL of the website is:(Japanese) https://ir.jac-recruitment.jp/ja/investors/management/governance.html(English) https://ir.jac-recruitment.jp/en/investors/management/governance.html
respectively.

2.

Capital Structure
Foreign Shareholding Ratio

10% or more but less than 20%

Status of Major Shareholders
Name or Company Name

Number of Shares Owned

Percentage (%)

Tadayoshi Tazaki

8,505,100

21.06

Hiromi Tazaki

5,179,600

12.82

Shingo Kanaoya

4,238,700

10.49

The Master Trust Bank of Japan, Ltd. (trust account)

2,761,900

6.84

The Tazaki Foundation

2,200,000

5.45

JAC Environmental & Animal Protection Foundation

2,000,000

4.95

Japan Post Insurance Co., Ltd.

1,585,000

3.92

Custody Bank of Japan, Ltd. (trust account)

1,484,000

3.67

500,8441.24

440,943

1.09

The Master Trust Bank of Japan, Ltd. (equity-linked ESOP trust account,75825 account)
JP MORGAN CHASE BANK 385632

Name of Controlling Shareholder, if applicable(excluding Parent Companies)
Name of Parent Company, if applicable

―――
None

2

Supplementary Explanation
１．The status of major shareholders is as at 31 December 2023.

２．The number of shares held by Mr. Tadayoshi Tazaki above includes the number of shares (1,000,000 shares as of 31 December2023) held by Custody Bank of Japan, Ltd. under a management trust agreement concluded on 18 December 2023.

３．The shareholding ratio is calculated by deducting treasury shares (999,402 shares) held by the Company, excluding treasury
shares held by the ESOP trust (500,844 shares), from treasury shares (1,500,246 shares).

3.

Corporate Attributes
Listed Stock Exchange and Market Segment

Prime Market

Fiscal Year-End

DecemberBusiness Sector

Services

Number of Employees (Consolidated) as of the Endof the Previous Fiscal YearNet Sales (Consolidated) for the Previous Fiscal Year
Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal Year

4.

1,000 or more
¥10 billion or more but less than ¥100 billion
10 or more but fewer than 50

Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder―――

5.

Other Special Circumstances which may have a Material Impact on Corporate Governance
―――

3

II.

Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight1.

Organizational Composition and Operation
Corporate Governance System

Company with Supervisory Committee

Directors
Number of Directors Stipulated in Articles ofIncorporation
Directors' Term of Office Stipulated in Articles ofIncorporation

14

1 yearChairperson of the Board

Outside Director

Number of Directors

11Election of Outside Directors

ElectedNumber of Outside Directors

6

Number of Independent Directors

6Outside Directors’ Relationship with the Company (1)Name

Relationship with the Company*

Attributes

Yutaka Kase

From another company

Günter Zorn

From another company

Nobuhide Nakaido

From another company

Toshiaki Mukaiyama

From another company

Naoto Yokoi

CPA

Nodoka Nakamura

Lawyer

a

b

c

d

e

f

g

h

i

j

k

*Categories for “Relationship with the Company”.
(Use “○” 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; and “▲” when a close
relative of the director fell under the category in the past.)
a. Person who executes business for the Company or its subsidiary
b. Person who executes business for a non-executive director of the Company's parent company
c. Person who executes business for a fellow subsidiaryd. Person/entity for which the Company is a major client or a person who executes business for said person/entity
e. Major client of the Company or a person who executes business for said clientf. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets from the Company in addition
to remuneration as a director/company auditor
g. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business for the
corporation)h. Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies
to director him/herself only)
i. Person who executes business for another company that holds cross-directorships/cross-auditor ships with the Company (applies
to director him/herself only)
j. Person who executes business for an entity receiving donations from the Company (applies to director him/herself only)
k. Other4Outside Directors’ Relationship with the Company (2)Name
Yutaka Kase

MembershipofSupervisory
Committee

Designation as
Independent
Director*

Supplementary
Explanationof the Relationship
N/A

Reasons for Appointment
Mr. Yutaka Kase has been appointed
mainly for the reason that he will
participate in management from a broad
perspective in order to ensure adequacy
and fairness based on his extensive
experience as business manager. It was
further determined that the Company can
expect them to provide supervision andadvice on corporate management as
External Directors by taking the larger
picture into account as he possesses
sufficientinsight

intocompany

management from his many years ofexperience in corporate management.
Günter Zorn*

N/A

Mr. Günter Zorn has been appointed
mainly for the reason that he will
participate in management from a broad
perspective in order to ensure adequacy
and fairness based on his extensive
experience as business manager. It was
further determined that the Company can
expect them to provide supervision andadvice on corporate management as
External Directors by taking the larger
picture into account as he possesses
sufficientinsight

intocompany

management from his many years ofexperience in corporate management.
Nobuhide Nakaido*

N/A

Mr. Nobuhide Nakaido has been
appointed mainly for the reason that hewill participate in management from a
broad perspective in order to ensure
adequacy and fairness based on his

5extensive experience as business manager.
It was further determined that theCompany can expect them to provide
supervision and advice on corporate
management as External Directors bytaking the larger picture into account as hepossesses sufficient insight into company
management from his many years ofexperience in corporate management.
Toshiaki Mukaiyama

*

*

N/A

Mr. Toshiaki Mukaiyama has been
appointed for External Director who is an
Audit & Supervisory Committee Member
mainly for the reason that he will give
advice and recommendations to ensure
adequacy and fairness based on his
extensive experience in administrative
operations in general, including businessplanning, accounting/finance and the
management of overseas subsidiaries. It
was further determined that the Company
can expect Mr. Toshiaki Mukaiyama toapply his expertise and experience tocorporate management as an External
Director as he possesses sufficient insight
into company auditing operations from his
many

years

of

experienceinadministrative operations.
Naoto Yokoi

*

*

N/A

Mr. Naoto Yokoi has been appointed forExternal Director who is an Audit &Supervisory Committee Member mainly
for the reason that he will provide advice
and recommendations to ensure adequacy
andfairness

from

his

professional

viewpoint as a certified public accountant.
It was further determined that theCompany can expect Mr. Naoto Yokoi toapply his expertise and experience tocorporate management as an External

6

Director as he possesses sufficient insight
into the auditing operations of companies
from the accounting knowledge andexperience he has gained over many years
as a certified public accountant, although
he has not participated in corporate
management in the past other than as anExternal Director or an External Audit &Supervisory Board Member.
Nodoka Nakamura

*

*

N/A

Ms. Nodoka Nakamura has been
appointed for External Director who is an
Audit & Supervisory Committee Member
mainly for the reason that she will provide
advice and recommendations to ensure
adequacy

andfairness

from

her

professional viewpoint as a lawyer. It was
further determined that the Company can
expect Ms. Nodoka Nakamura to apply her
expertise and experience to corporate
management as an External Director as she
possesses sufficient insight into theauditing operations of companies from thelegal knowledge and experience she has
gained as a lawyer, although she has notparticipated in corporate management in
the past other than as an External Director
or an External Audit & Supervisory Board
Member.

Supervisory Committee
Composition of Supervisory Committee and Attributes of the Chairperson

Supervisory
Committee

All Committee
Members

Full-time Members
3

Appointment of Directors and/or Staff to Support theSupervisory Committee

1

Appointed

7Inside Directors
0Outside Directors

Committee Chair

3

Outside Director

Matters Concerning Independence of Said Directors and/or Staff from Executive Officers/Reasons for Adopting Current
SystemThe Internal Audit Office has been established as an organisation reporting directly to the Supervisory Committee and is
responsible for conducting audit work under the direction of the Supervisory Committee. Decisions on the transfer of employees
belonging to the Internal Audit Office are subject to the consent of the Supervisory Committee, ensuring independence from theexecutive directors and the effectiveness of the Supervisory Committee's instructions.

Cooperation among the Supervisory Committee, Accounting Auditors and Internal Audit Department
The director (the Full-time Supervisory Committee member) and the Internal Audit Office exchange opinions on auditing ona regular basis, including monthly, to ensure mutual cooperation. Information is provided to the Accounting Auditors on notable
events relating to internal control identified by the internal audit. The advices and opinions are exchanged as necessary among
them to ensure mutual cooperation.

Voluntary Established Committee(s)Voluntary Establishment of Committee(s) equivalent toNoNomination Committee or Remuneration Committee

Matters Concerning Independent Directors
Number of Independent Directors

6

Other Matters Concerning Independent Directors―――
Incentives
Implementation Status of Measures related toIncentives Granted to Directors

Introduction of Performance-linked Remuneration Scheme

Supplementary Explanation for Applicable Items

The Company has introduced performance-linked remuneration (monetary remuneration) for the Company's directors(excluding outside directors and directors who are members of the Supervisory Board) from FY2024.

Persons Eligible for Stock Options

None

Supplementary Explanation for Applicable Items―――

8

Director Remuneration
Status of Disclosure of Individual Director’sDisclosure for Selected Directors

Remuneration

Supplementary Explanation for Applicable Items

The disclosure is limited to those whose total amount of consolidated remuneration, etc. is 100 million yen or more, andthe subject of such disclosure for fiscal 2023 is one person, Hiromi Taszki, Chairman and Managing Director.

*Hiromi Tazaki, Chairman and Managing Director; Total consolidated remuneration: 107 million yen (fixed remuneration of 105
million yen for the Company, fixed remuneration of 1 million yen for consolidated subsidiary JAC Recruitment (UK) Ltd andperformance-linked remuneration of 0 million yen).

Policy on Determining Remuneration Amounts andCalculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
1．Policy on the determination of the amount of remuneration to be paid to directors in FY2023 and the method of calculationof such remuneration
The monetary remuneration of the Company's non-audit committee members for the financial year 2023
consisted of annual base remuneration and performance remuneration, each of which was divided into 12 equalparts and paid monthly. The annual base remuneration was determined based on the scope and difficulty of theduties to be delegated in the same financial year, while the performance remuneration was determined by taking into
consideration the results achieved in past areas of delegation and the consolidated performance trends of the Group
as a whole. The decision was made after consulting the Independent Board of Directors (four Directors who are notmembers of the Supervisory Committee and three Directors who are members of the Supervisory Committee),which consists of independent directors as stipulated by the Tokyo Stock Exchange. The 35th Annual General
Meeting of Shareholders resolution of 24 March 2022 resolved that the remuneration of directors who are notmembers of the Supervisory Committee shall not exceed 1,000 million yen per annum (not including the employee
salary of directors who are also employees of the Company. The number of directors covered by the said resolution
was nine (including four external directors). For the same financial year, the proposal of the Chairman andManaging Director regarding the amount of such remuneration was decided at the Board of Directors meeting heldon 25 January 2023 after consultation with the Independent Board of Directors, and the Board of Directors
considers that the content of such decision is in line with the policy for determining remuneration as stated above.
With regard to Toshihiko Okino, a director who is not a Supervisory Committee member and who was elected at the36th Annual General Meeting of Shareholders held on 28 March 2023, the proposal of Chairman and Managing
Director regarding the amount of such remuneration, etc. was decided at a meeting of the Board of Directors held on
the same day after the close of such meeting, after consultation with the Independent Board of Directors, and theBoard of Directors has determined that the content of such decision is in line with the above policy for determining
remuneration, etc.
In addition, the 35th Ordinary General Meeting of Shareholders held on 24 March 2022 resolved that, for the
purpose of providing incentives to the Company's Directors (Directors excluding Outside Directors and Directors on
the Supervisory Committee, hereinafter referred to as "Eligible Directors") to continuously improve the Company's
corporate value and to further promote value sharing with shareholders, apart from the above remuneration
framework, remuneration for the grant of restricted shares is to be paid in an amount not exceeding 40 million yen
per annum as 'stock-based remuneration granted every term' and 200 million yen per annum as 'lump-sum stockbased remuneration granted in a lump sum'. The Board of Directors decides on the specific allocation to eacheligible director and other directors. The number of eligible directors in the relevant resolution is five. The
resolution of the same Annual General Meeting of Shareholders resolved that the annual remuneration of directors
who are members of the Supervisory Committee, including that of outside directors, is 100 million yen. The numberof directors who are members of the Supervisory Committee in the said resolution is three (including three outside
directors).

9

・Directors (6, excluding Supervisory Committee members and outside directors): total remuneration: 253 million yen(fixed remuneration: 234 million, non-monetary remuneration including share-based remuneration costs: 18 million.)・Outside directors (7): Total remuneration: 71 million yen (fixed remuneration 71 million yen).
2. Policy on the determination of the method of calculating the remuneration of eligible directors for FY2024(1) Basic policy
The basic policy is that the remuneration of eligible directors should be linked to the company's performance and bebased on a highly transparent and objective system.
(2) Remuneration system(a)Remuneration standards
In accordance with the above basic policy, the remuneration of the eligible directors will be set at a standard that eachof them will find attractive according to his or her responsibilities. In setting such standards, consideration will be given
to other companies in the same industry and third-party surveys of management remuneration in listed companies inJapan. The Company will also revise the remuneration policy from time to time in response to changes in the external
environment.
(b)Remuneration structure
The remuneration for FY 2024 for eligible directors will comprise basic remuneration, performance-linked
remuneration, restricted share remuneration (granted every financial year) and restricted share remuneration (granted inlump sum), as follows.
・Basic remuneration (fixed remuneration): monetary remuneration determined for each position according to task
responsibilities.
・Performance-linked remuneration: monetary remuneration linked to company performance in a single year
・Restricted share-based remuneration (annual grant type): share-based remuneration in which shares of the company's
common stock are granted annually with restrictions on transfer for the purpose of providing incentives for the creationof shareholder value.
・Restricted share remuneration (lump-sum grant): share remuneration with restricted transfers and a lump-sum
grant of the company's common shares, with the aim of providing incentives to create shareholder value.
(c)Remuneration ratio
・Base remuneration: 51% to 100%.
・Performance-linked remuneration: 0% (Note 1) ～ 44%.
・Restricted share-based remuneration (annual grant type): 0% (Note 2) ～13%
・Restricted share-based remuneration (lump-sum grant type): - (Note 3)(Note 1) Performance-linked remuneration is paid to eligible Directors excluding Director and Chief Advisor.
(Note 2) Restricted share remuneration (granted every fiscal year) is paid to eligible directors excluding major
shareholders.
(Note 3) Lump-sum payments are made to the applicable persons (there are also periods when no payments aremade).
(d)Timing of payment of remuneration
・Basic remuneration (fixed remuneration): Divided into 12 equal parts and paid monthly
・Performance-linked remuneration: Paid out once a year at a fixed time・Restricted share-based remuneration (annual grant type): Paid out once a year at a fixed time・Restricted share remuneration (lump-sum grant type): Paid out in a lump-sum when there are the applicable persons(there are also periods when no payment is made)(3) Method of determining remuneration
The remuneration of eligible directors for FY2024 shall be determined in the following manner.
(a)Basic remuneration (fixed remuneration)
Basic remuneration (fixed remuneration) is a monthly payment of one-twelfth of the basic remuneration determinedfor each position in accordance with the responsibilities of the position.
(b)Performance compensation
Performance remuneration shall be determined as monetary remuneration linked to the company's performance in asingle fiscal year, based on the amount of profit before taxation for the 2024 consolidated financial year, in the following
manner. However, no payment shall be made if the amount of such profit falls below 3,249 million yen.
・Managing Director: profit before taxation for FY2024 x 0.50%
・Director and Chief Advisor: Same as above x 0% * See (2)(c) Note 1・Executive Director: Same as above x 0.33%
・Director, Head of Administration：Same as above x 0.20％
・Director (in charge of overseas):Same as above x 0.15%(c)Restricted share-based remuneration (annual grant type)
Restricted share-based remuneration (annual grant type) is determined as share-based remuneration as an incentive tocreate shareholder value, considering the amounts paid under (a) and (b) above.

10

(d)Restricted share awards (lump-sum grant)
Restricted share remuneration (lump-sum grant type) is intended as share remuneration as an incentive to createshareholder value, in principle as a lump-sum grant of an amount equivalent to the compensation for the performance of
duties over 10 financial years and will not be granted if the Board of Directors determines that no one is applicable.
(4) Forfeiture of remuneration, etc.
Serious errors in the consolidated financial statements of previous years, serious accounting scandals such as windowdressing in the Company and its consolidated subsidiaries, huge losses resulting from such accounting scandals, as wellas any incident that is recognised or is likely to be recognised as a serious fraud or breach of the duty of care shall bereported to the Board of Directors and the Supervisory Committee. If the Board of Directors so acknowledges, it consults
the Independent Board of Directors with a proposal for the return of remuneration and, with the results of theconsultation, the Board of Directors decides on the return of remuneration in accordance with the seriousness of thematter.
(5) Remuneration governance
The method of calculating remuneration for each year and the amount of remuneration for each individual eligible
director shall be decided by the Board of Directors after consulting the Independent Board of Directors for each suchyear.
In order to increase the proportion of the share portion of remuneration for eligible directors, the 37th Ordinary
General Meeting of Shareholders on 27 March 2024 resolved that the total amount of restricted share remuneration(granted each term) be increased from "up to 40 million yen per year" to "up to 200 million yen per year" and the limit ofshares to be issued or disposed of be increased from "up to 20,000 shares per year" to "up to 186,000 shares per year",taking into consideration the 4-for-1 split of the Company's common shares on 1 January 2024, the medium-term
increase in share price and other factors.
At the same General Meeting of Shareholders, a resolution was also passed to establish a limit of non-monetary
remuneration of up to 50 million yen per year for full-time directors, with the aim of facilitating the speedy and smooth
execution of business operations. It is envisaged that the non-monetary remuneration will be allocated to company
housing, which is generally a standard property. The number of directors covered by the resolution is six.

Support System for Outside Directors
Outside directors are provided with the same information as internal directors by a permanent board secretariat.

Status of Persons who have Retired as Representative Director and President, etc.
Information on Persons Holding Advisory Positions (Sodanyaku, Komon, etc.) after Retiring as Representative Director
and President, etc.

Name

Job
title/
positionTakeshi Matsuzono

Adviser

Terms and Conditions of
Employment(Full/part time, with/without
remuneration, etc.)

Responsibilities
Recruitment andPart time

2021/12/31

development of theCompany's executive
employees, as wellas promotion of thebusiness in aspects
such as fostering a
corporate culture

Number of Persons Holding Advisory Positions (Sodanyaku, Komon, etc.)
After Retiring as Representative Director and President, etc.

11

Date whenformer role aspresident/
CEO ended

1Term
1 yearOther Related Matters―――
2.

Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, andRemuneration Decisions (Overview of Current Corporate Governance System)
At the 35th Annual General Meeting of Shareholders held on 24 March 2022, the Company's transition froma company with auditors and a board of auditors to a company with an audit and supervisory committee wasapproved to further strengthen the auditing and supervisory functions and corporate governance system
regarding the legality and appropriateness of business execution.
(a) Supervisory Committee
The Supervisory Committee consists of three members, one full-time Director and two part-time Directors,
who audit the business execution of the executive Directors and monitor the legality and appropriateness of the
management to maintain good corporate governance. The three directors who are members of the Supervisory
Board are all outside directors.
(b) Board of Directors
The Board of Directors consists of eight non-audit directors (three of whom are outside directors) and three
Supervisory Committee member directors, and holds a regular monthly Board of Directors meeting and, whennecessary, an extraordinary Board of Directors meeting, which is in principle attended by all directors. The
Board of Directors operates as an organ to deliberate and decide on matters stipulated in the Companies Act
and other important management matters, as well as to supervise the execution of business operations.
(c) Management Strategy MTG, Group Company Board Meetings, Group Company Management Report
Meetings
Weekly Management Strategy MTGs consisting of the Company's directors and Associate Directors, andmonthly Group Company Board of Directors meetings or Management Report meetings consisting of theCompany's directors and Group Company directors are held under the supervision of the Company's Chairman
and Managing Director, to discuss and decide on various measures concerning important management mattersof the Group.
(d)Internal Audit Office
The Internal Audit Office, an organisation reporting directly to the Supervisory Committee of the Company,
carries out internal audits in accordance with the annual internal audit schedule and monitors the effectivenessof the internal checks functions.
(e) Accounting Auditors
The Company was audited by Deloitte Touche Tohmatsu LLC in the year ended 31 December 2023, and thenames of the certified public accountants who performed the accounting audit work are as follows.
Certified public accountants who performed auditing services: Tsutomu Hirose, Designated limited liability
partner and executive member, and Naoko Nose, Designated limited liability partner and executive member.
The number of years of continuous auditing services has been omitted as all of them have been with the12company for less than seven years.
(f)Independent Board of Directors
Nominations and remuneration of directors who are not members of the Supervisory Committee of theCompany are decided after consultation with the Independent Board of Directors (three non-audit directors andthree audit committee directors), all of whose members are outside directors and independent directors as
defined by the Tokyo Stock Exchange.

3.

Reasons for Adoption of Current Corporate Governance System
At the 35th Annual General Meeting of Shareholders held on 24 March 2022, the Company's transition froma company with auditors and a board of auditors to a company with an audit and supervisory committee wasapproved to further strengthen the auditing and supervisory functions and corporate governance system
regarding the legality and appropriateness of business execution.

13

III.
1.

Implementation of Measures for Shareholders and Other Stakeholders
Measures to Vitalize General Meeting of Shareholders and Facilitate Exercise of Voting Rights
Supplementary Explanation
Early Posting of Notice of the General Meetingof Shareholders
Scheduling of the General Meeting of
Shareholders on a Non-Peak Day
Electronic Exercise of Voting Rights
Participation in a Platform for the Electronic

The company sends out early notices of the General Meeting of
Shareholders.
The Company's Annual General Meeting of Shareholders is
usually held on a date that avoids the peak days.
The Company exercises its voting rights by electromagnetic
means.
The company participates in the electronic voting platform.

Exercise of Voting Rights and Other Initiatives
to Enhance Environment for Institutional
Investors to Exercise Voting Rights
Provision of Notice (or Summary of Notice) of
the General Meeting of Shareholders in
EnglishThe Company provides the English text of the Notice of Meeting (Summary)on its electronic voting platform and on the Company's English website.
The URL for this site is:https://ir.jac-recruitment.jp/en/investors/stock/meeting.html
The Company publishes the Notice of the General Meeting of Shareholders

Otheron the Company's IR website.
The URL of this website is:https://ir.jac-recruitment.jp/en/investors/stock/meeting.html

2.

Status of IR-related Activities
Supplementary Explanation

Explanation by arepresentative
director or arepresentative
executive officer

The information disclosure policy is posted on the
Formulation and Publication of Disclosure
Policies

company's Investor Relations website.
The URL of the said website is:https://ir.jac-recruitment.jp/en/investors/disclosure.html

Regular Investor Briefings held for Individual
Investors

The company participates in information sessions forindividual investors organised by major securities firms.
Briefings for analysts and institutional investors are held

Regular Investor Briefings held for Analysts

twice a year after the announcement of results (second

and Institutional Investors

quarter and year-end) to explain performance andHeldprospects.
Regular Investor Briefings held for Overseas
Investors

Online international roadshow is conducted.

14

Held

Financial statements and timely disclosure documents
Online Disclosure of IR Information

are available on the company's IR website.
The IR website’s URL is:
https://ir.jac-recruitment.jp/en/investors/news.html

Establishment of Department and/or Placement

A department responsible for investor relations (IRof a Manager in Charge of IR

Team) has been set up in the Administration Headquarters.

Other

―――

15

3. Status of Measures to Ensure Due Respect for Stakeholders
Supplementary Explanation
Establishment of Internal Rules Stipulating

The Company will promote its business based on the following basic company

Respect for the Position of Stakeholders

management policies.
The Group’s main business is recruitment consultancy. The Group has beenconnecting people, businesses, the economy and society and contributing totheir growth by linking (introducing) professionals who play an important rolein the development of companies around the world.

The success of these professionals leads to the progress of companies and,eventually, to the development of the economy. As the economy develops, it, inturn, leads to the development of society. Moreover, these contribute to thepreservation of the global environment. It is our mission to continue sustainably
promoting this cycle.

Based on our mission, we always aspire to company management with thefollowing corporate goals.
1. Respect high quality and work with a high level of awareness.
2. Work to the highest level of satisfaction of both companies and job
seekers.
3. Be a company that always makes speedy improvements and reforms.
4. Always aspire to be professional, continue to grow as an excellent
company in profitability and profit growth rate, and aim to be an
attractive company that can satisfy shareholders, customers, andemployees.
Implementation of Environmental Preservation

The Group began an initiative in fiscal 2008 called the PPP Project,

Activities and CSR Activities, etc.

“One Placement Creates One Plant to Save the Planet,” planting one
tree in designated areas of Indonesia and other countries for every
person it places into a new job. This is calculated to absorb just under 500
tons of greenhouse gases per year, and the Group has already achieved net-zerocarbon emissions for Scope 1 and Scope 2
In addition to this, the company has been promoting the 3Rs (Reduce, Reuse,
Recycle), such as switching the material used for business cards from recycled
paper containing used paper to LIMEX, a material with less environmental
impact since June 2019; removing products in plastic PET bottles with a highenvironmental impact from the vending machines installed in our offices; andswitching the material for clear files used within and outside the company torecycled PP.

16Formulation of Policies, etc. on Provision of

The information disclosure policy is posted on the company's Investor

Information to Stakeholders

Relations website.
The URL of the said website is:https://ir.jac-recruitment.jp/en/investors/disclosure.html

Other

―――

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IV.
1.

Matters Concerning the Internal Control System
Basic Views on Internal Control System and Status of Development
In accordance with the Companies Act and the Enforcement Regulations of the Companies Act, the Board of
Directors resolved the following Basic Policy for Establishing and Organizing an Internal Control System, as
well as matters necessary for the development of the system.
We strive to build an excellent internal control system by continuously monitoring and constantly reviewing
the operation of our internal controls.
1.A system to ensure that the execution of duties by the directors and employees of the Company, as well as
the directors, executive officers, members who execute the business, persons who are to perform the duties set
forth in Article 598 Paragraph 1 of the Companies Act, and other persons equivalent thereto (hereinafterreferred to as "Directors, etc.") and employees of the Company’s subsidiaries comply with laws and regulations
and the articles of incorporation(1) The Code of Ethics shall be established to ensure that directors, officers and employees of the Company
and its subsidiaries (hereinafter referred to as the "Company Group") are fully aware of their corporate social
responsibilities, comply with laws and regulations and the articles of incorporation in the performance of their
day-to-day management and business activities, and conduct themselves in conformity with social ethics.
Directors, officers and employees who serve in management duties of the Company Group are aware that theirrole is to realize the spirit of the Code of Ethics, and are committed to taking the initiative in putting this codein mind and ensuring that all concerned parties are fully aware of it.
(2) The Company shall establish policies and plans for the development of the internal control system as acompany with an audit and supervisory committee.
(3) The Company shall establish the board of independent officers as an advisory body to the board of
directors from an independent and objective standpoint.
(4) In the event a director of the Company Group discovers a violation or an act that is likely to become aviolation of the laws and regulations or the articles of incorporation by another director, such director shallimmediately report such violation to the audit and supervisory committee member appointed by the audit andsupervisory committee (hereinafter referred to as "appointed committee member") and the board of directors.
(5) The Company’s department in charge of compliance shall endeavour to establish the management of theCompany Group's compliance system. In addition, each of the Company Group’s companies shall manage its
system.
(6) The Company shall establish an internal audit office, under the direct control of the audit and supervisorycommittee, which verifies, evaluates and advice whether the internal controls are effectively and efficiently
functioned and operated. The appointed committee member and the internal audit office shall conduct audits
on a regular basis or as the situation requires.
(7) The Company Group shall work with lawyers and police to respond systematically, and in a resolutemanner, to anti-social forces and organizations that pose a threat to the order and safety of civil society.
(8) In accordance with the Whistleblower Protection Act, the Company Group shall establish the18whistleblower protection system to establish a mechanism for the proper handling of reports and consultations
concerning systematic or personal violations of laws and regulations from our and domestic subsidiaries'
officers, employees (permanent employees, contract employees, part-time employees, dispatched employees,etc.) and retirees.
In addition, as a person engaged in Whistleblower Response Services, the Company shall designate persons
engaged in Whistleblower Response Services, including a full-time member who is appointed committee
member. Foreign subsidiaries shall comply with the Rules for Internal Reporting in accordance with the laws
and regulations of each country.
(9) The Company Group shall establish an internal system to ensure compliance with accounting standards
and other relevant laws and regulations and to ensure the legality and appropriateness of financial reporting.
2.System for the preservation and management of information related to the execution of duties by theCompany’s directors(1) The Company shall establish document management regulations that provide for the preservation andmanagement, etc. of information pertaining to the execution of duties by directors, such as records pertaining
to decision-making at important meetings including the board of directors meeting and documents approvedby each director in accordance with the administrative authority regulations and shall organize an appropriate
system for the preservation and management of information.
3.Regulations and other systems for managing the risk of loss for the Company Group(1) The Company Group recognizes that the identification, assessment, and management of risks that may
have a significant impact on corporate management and business continuity are important issues, and toproperly manage these issues, each executive director shall establish and organize systems to manage risks,and establish regulations, rules and guidelines, etc. in accordance with the content of the risks.
(2) The Company Group conducts training and enlightenment for directors, officers and employees on risks
that have a significant impact on corporate management and business continuity (information security
management, protection of personal information, etc.), and spread awareness about and promotes mindset for
matters related to risk management.
(3) In order to appropriately manage the risk of loss to subsidiaries, the Company shall establish thesubsidiary management regulations and conduct risk management of subsidiaries in accordance with said
regulations.
(4) In order to understand the actual status of the Company Group's operations and assets, as well as theenvisaged risks and their management, and to ensure management efficiency, and based on the audit plan of
the audit and supervisory committee's and the established internal audit regulations, the internal audit officeshall audit the status of risk management and evaluate the effectiveness of each of the Company Group’s
companies, report to the audit and supervisory committee and the board of directors. The Company Groupshall organize a system for taking improvement measures.

19

4.System to ensure the efficient execution of duties by the directors of the Company and the Directors, etc. of
the Company’s subsidiaries(1) Each company in the Company Group shall establish organizational rules, administrative authority rules,
and a list of administrative authority to clarify the execution of duties and administrative authority of theboards of directors, etc. of each company and to ensure the efficiency of execution.
(2) In order to ensure the efficient execution of duties by directors, the Company Group shall hold the Boardof Directors meetings and the management report meetings in each company once a month in principle, andextraordinary meetings shall be held whenever necessary.
In addition, progress toward annual targets, etc. will be periodically verified through performance reports at
the Board of Directors meeting.
(3) The Company shall regularly hold executive meetings with the members composed of each director in
charge of operations and associate directors for the purposes of disseminating management strategies as wellas timely and appropriately reporting the status of each department.
5.System for reporting to the Company any matters related to the execution of duties by Directors, etc. of theCompany’s subsidiaries and other systems for ensuring the appropriateness of the business operations of theCompany Group.
(1) In order to ensure the appropriateness of the Company Group business operations, the Code of Ethics
shall be established, which applies to all companies of the Company Group, and each company shall stipulate
its regulations.
(2) In order to ensure the proper and efficient operation of the Company’s subsidiaries, the Company shallestablish the subsidiary management regulations and manage subsidiaries in accordance with said
regulations.
(3) The Company Group shall hold regular liaison meetings to share information, communicate with eachother, and unify the group management policies among the group. At the same time, we dispatch officers to our
subsidiaries as necessary.
(4) Internal Audit Office shall conduct internal audits of subsidiaries in cooperation with the Audit &Supervisory Board Member(s) of subsidiaries as appropriate and reports the results of such audits to the Audit& Supervisory Committee.
6.Matters related to directors and employees who assist the audit and supervisory committee (hereinafterreferred to as "Duty Assisting Employees, etc.")(1) In the event that the audit and supervisory committee requests that Duty Assisting Employees, etc. be
appointed to assist in the performance of its duties, the Duty Assisting Employees, etc. shall, upon discussion
with the board of directors, be appointed to assist the audit and supervisory committee in the performance ofits duties.

20

7.Matters ensuring the independence of Assisting Employees, etc. from the Company’s other directors(excluding directors who are audit and supervisory committee members) and the practicability of instructions
given to Duty Assisting Employees, etc. by the Company’s audit and supervisory committee(1) Duty Assisting Employees, etc. shall not concurrently serve as an employee of another department nor
shall be directed or ordered by a person other than the directors who are audit and supervisory committee
members (hereinafter referred to as an "audit and supervisory committee member").
(2)During the period of assistance designated by the audit and supervisory committee, the authority of
direction and supervision, personnel transfer, personnel evaluation, etc. towards Duty Assisting Employees,
etc. shall be transferred to appointed committee member designated by the audit and supervisory committee,
and the Duty Assisting Employees, etc. shall not be subject to the instructions and orders of directors who are
not audit and supervisory committee members, thereby ensuring the independence of, and the practicability of
instructions towards, Duty Assisting Employees, etc.
8.System for the directors (excluding directors who are audit and supervisory committee members) andemployees of the Company as well as Directors, etc. and other persons equivalent thereto and employees of theCompany’s subsidiaries, or persons receiving reports from such persons, to report to the audit and supervisorycommittee of the Company, as well as other systems related to reports to the audit and supervisory committeeof the Company(1) The Company Group’s directors (excluding directors who are the Company’s audit and supervisorycommittee member) and directors in charge of business execution shall, from time to time, report on the statusof the business execution for which they are in charge at important meetings such as the board of directors
meeting attended by the audit and supervisory committee member.
If requested by the audit and supervisory committee, they shall attend the committee and report the matterswhich the committee requests, etc.
(2) All employees of the Company Group shall immediately report to the appointed committee member upon
discovering any other fact that may cause serious damage to the Company Group such as any violation of laws
and regulations.
(3) The status of whistleblowing under the whistleblowing system shall be reported promptly to the appointed
committee member.
(4) The Company Group shall prohibit any employees of the Company Group who has reported to the audit
and supervisory committee from being treated disadvantageously on the grounds of making such report, andshall ensure that all employees of the Company Group are fully aware of such prohibition.
9.Matters concerning the procedures for advance payment or reimbursement of expenses or any other policy
concerning the disposal of expenses or liabilities arising from the execution of the duties of our Audit andSupervisory Committee Members (limited to those relating to the execution of the duties of the Audit andSupervisory Committee)(1) Where an Audit and Supervisory Committee Member demands prepayment of expenses or reimbursement21

of expenses from the Company for the performance of their duties, the Company may not promptly dispose ofsuch expenses or liabilities or refuse such reimbursement, except in cases where it is found that the expenses
relating to such demand are not necessary for the performance of the duties of the Audit and Supervisory
Committee Member.
10.Other systems to ensure effective audits by the Company’s audit and supervisory committee(1) Directors (excluding directors who are the Company’s audit and supervisory committee member) andemployees of the Company Group shall cooperate in the implementation of audits based on the audit plan
prepared by the audit and supervisory committee every fiscal year.
(2) The Company’s representative director shall meet and exchange opinions with the appointed committee
member or audit and supervisory committee on a regular basis or at the request of the audit and supervisorycommittee.
(3) In order to improve the effectiveness of audits by the Audit and Supervisory Committee and to conduct
audits efficiently and smoothly, Internal Audit Office shall perform auditing operations in accordance with the
instructions and orders of the Audit and Supervisory Committee. The Internal Audit Office personnel shall be
subject to Section 7 above.
(4) Internal Audit Office shall report the results of the audit to the Audit and Supervisory Committee. The
Audit and Supervisory Committee shall report the results of audits by the Internal Audit Office to the Board of
Directors.
(5) Decisions on the appointment or transfer of Internal Audit Office personnel shall be subject to the consent
of the Audit and Supervisory Committee.
(6) The Audit and Supervisory Committee shall regularly hold exchanges of opinions with accounting
auditors to strengthen cooperation. Audit and supervisory committee shall seek the opinions of outside experts
as necessary.

2.

Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
・Basic approach to eliminating Anti-Social Forces
In accordance with the 'Code of Ethics' and the Basic Policy for Establishing and Organizing an Internal
Control System, the Company is deeply aware of its corporate social responsibility and has a basic policy ofcomplying with relevant laws and regulations and practicing behaviour in conformity with social ethics in its
daily management and execution of business activities. The company is also working to eliminate relations with
anti-social forces and groups that threaten the order and safety of civil society by taking a resolute andsystematic approach in cooperation with lawyers, police, and other authorities.
・Status of measures to eliminate Anti-Social Forces
Regarding the elimination of relations with Anti-Social Forces, from the viewpoint that it is important toraise employee awareness in accordance with laws, regulations and corporate ethics, internal training isprovided on the above-mentioned 'Code of Ethics' and 'Transaction Guidelines' formulated in accordance withthe 'Basic Policy for the Establishment of Internal Control Systems', and efforts are made to eliminate relations

22

with Anti-Social Forces. In addition, regarding business partners, the Company conducts examinations incooperation with public interest incorporated associations and the Special Anti-Violence Prevention andCountermeasures Federation within the jurisdiction of the Metropolitan Police Department, etc. In actual
transactions, contracts, application forms and memoranda containing the elimination of Anti-Social Forces areexchanged and immediate termination is possible in the event of any violation.

23

V.

Other

1.

Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation for Applicable Items―――
2.

Other Matters Concerning the Corporate Governance System■ Overview of the timely disclosure system
・Basic approach to timely disclosure
The company discloses information in an appropriate and timely manner in accordance with the "Timely
Disclosure Rules" established by the Tokyo Stock Exchange, the provisions of the Companies Act, the Financial
Instruments and Exchange Act and other relevant laws and statutory regulations. We also act pro-actively todisclose material information that may impact the investment decisions of our investors in a prompt andimpartial manner.
・Status of internal systems for timely disclosure(1) Aggregation of information
A system has been established whereby the aggregation of information that corresponds or may correspond tocorporate information that must be disclosed under the Timely Disclosure Rules is promptly communicateddirectly from each department to the Chairman and Managing Director and the director in charge of information
disclosure.
(2) Determination and implementation of information disclosure・Timely disclosure information is disclosed in accordance with the Timely Disclosure Rules of the Tokyo Stock
Exchange.
・Information on decision-making facts and information on financial results is promptly disclosed by the director
in charge of information disclosure after a resolution by the Board of Directors.
・The Chairman and Managing Director and the director in charge of information disclosure will decide whether
or not timely disclosure is necessary and will promptly disclose the information concerning the occurrence.
・Timely disclosure information determined in accordance with the above methods is disclosed as quickly andextensively as possible by IR staff under the direction of the director in charge of information disclosure. If there
are any enquiries from outside the company regarding such information, we will respond to them in good faith
to the extent that timeliness and fairness are not compromised. After the announcement, the disclosure material
will be disclosed on the company's website without delay.

24

END

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