English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

continuing to deepen our awareness of issues, particularly with regard to the ratio of women and the ratio of women in management
positions, and responding through the expansion, etc. of various internal systems in order to achieve a higher level than the current
level.
[Supplementary Principle 4.1.3 Succession Plan]
The Company regards a succession plan for the CEO and other top executives as an important issue in the long term and believes
that it is a matter that should be considered going forward.
[Supplementary Principle 4.10.1 Use of Optional Approach]
The Company is a company with Audit & Supervisory Committee and seeks to enhance overall governance functions of the Boardof Directors by multilaterally utilizing the monitoring function of the Audit & Supervisory Committee that consists only of Outside
Directors. In addition to the fact that half of the Audit & Supervisory Committee consists of women, each of the Outside Directors
has a wide range of abundant knowledge and experience, and we believe that we have established an adequate system in termsof diversity and skills, including gender.
Based on these situations, in order to avoid issues arising from setting up organizations whose purposes overlap, such as an issueof making a decision-making process complicated or conflicted, the Company considers that it has no need to separately set up
any optional advisory committees that mainly consist of Independent Outside Directors.
The Audit & Supervisory Committee deliberates on the appointment and dismissal of Directors, and the Company has a policy of
deciding the details of individual remuneration for Directors after confirming the intentions of all Outside Directors, in order toestablish a system for appropriate involvement and advice.

[Disclosure Based on Principles of the Corporate Governance Code] Updated[Principle 1.4 Cross-Shareholdings]
From the viewpoint of corporate governance, the Company will not conduct cross-shareholdings for the purpose of merely securing
stable shareholders. If the Company conducts cross-shareholdings, the Company will do so only after the Board of Directors
examines whether the cross-shareholdings are reasonable and appropriate.
[Principle 1.7 Related Party Transactions]
The Company has established the Rules on Management of Related Party Transactions and strictly operates and properly monitorstransactions through a system where an authorized person specified in the Company’s internal rules approves those transactionsin advance with respect to appropriateness of the details and decision methods of those transactions, and the Company
subsequently, after the approval, receives reports on the status, etc. of those transactions.
Even for transactions other than those specified above, the Company checks where there were any transactions with its directors
and their close relatives by conducting an individual examination on directors once a year. Moreover, the Company properly
discloses related party transactions in accordance with the provisions of the Companies Act, the Financial Instruments andExchange Law and other applicable laws and regulations as well as the rules of the Tokyo Stock Exchange.
[Supplementary Principle 2.4.1 Ensuring Diversity in the Promotion of Core Human Resources]<Views on Ensuring Diversity and the Status Thereof>
In order to realize the Group’s stated mission and vision and to accelerate business growth, the Company believes that it is vital to2

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

maximize the growth of each and every employee and continue sustainable growth. Thus, the Company is working on initiatives
aimed at developing the environment and formulating human resource strategies also from the perspective of ensuring diversity, tomaximize the productivity of the Company and its employees. Under the policy to aggressively recruit and promote outstanding
talents regardless of attributes such as gender, nationality, and disabilities, the Company provides all employees fair opportunities
for assessment and promotion.
With respect to the status of ensuring diversity as of the first day of the month preceding the filing of this Report, females accounted
for 34.6% of all employees, and the share of females at managerial positions was 18.0%. The percentage of foreign employees
was 3.2%. Furthermore, in the performance evaluation in the fiscal year ended May 31, 2022, the results for women exceed that ofmen with regard to promotion ratio by gender. Although the target values for each attribute have not been established, the ratio of
promotions for women has been on a trend of improvement.
<Voluntary and Measurable Goals for Ensuring Diversity>
As the Company provides all employees fair opportunities for assessment and promotion, it does not establish target values foreach attribute since the bias of attr butes depending on occupation including Engineer exists as an external factor. However,considering the situation of ensuring diversity, we are continuing to deepen our awareness of issues, particularly with regard to theratio of women and the ratio of women in management positions, and responding through the expansion, etc. of various internal
systems in order to achieve a higher level than the current level.
<Policies on Training Human Resources and Developing Work Environments to Ensure Diversity and Status of Implementation>
For the Group to achieve sustainable growth, it is crucial that we hire many talented professionals with diverse career backgrounds,
and then improve our sales, development, and managerial structures. In order to establish work environments and arrangementsthat substantially fuel employee motivation for talented professionals who share an understanding of the Group’s corporate
philosophy and business activities, we allow our staff to work remotely under certain conditions regardless of the COVID-19
pandemic to support flexible workstyles, and introduced the “Strength Matching” system to objectively analyze, recognize, and sharethe strengths of each and every employee, and the Peer Bonus system. The Company is developing frameworks that will enable
our people to respect each other’s diversity and advantages, and the Company to synergize their ability to contribute to theorganization and business by utilizing the capabilities of employees in a timely and appropriate manner. Also, as initiatives to respect
and foster unrestricted ideas and the willingness to take on challenges in employees, we introduced such systems as “Many Projects”
employee-originated project system and “Geek Seek” engineering skills promotion system, through which we establish a framework
to encourage employees to develop their capacity on their own initiative. Moreover, the Company has made it possible to selectworking styles that match employees’ individual situations in order to support their career formation while they also handle
parenting/nursing care, and realized flexible working styles that respect employees’ intentions and desires through the establishment
and application of various employment categories by establishing “OYACO,” the support system for handling both parenting andwork, as well as establishing price difference subsidies for unlicensed nurseries until three years old and subsidy systems for usage
fees for babysitters, housework support, etc., making it poss ble for both female employees, who bear the majority of the burden,
which includes pregnancy, giving birth and parenting, because of their gender, and male employees who take on the burden ofparenting to actively participate in a genderless manner.
Also, to respond to the increase in employees of foreign nationality, we are developing an environment in which our people,
regardless of nationality, can understand the Company’s mission and status, for example, by making it a general rule to include an

3English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

English translation for any group-wide notices.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
The Company has no corporate pension fund plan.
[Principle 3.1 Full Disclosure](i) Corporate philosophy, etc.
The Company’s corporate philosophy, code of conduct, “The Katachi of Sansan,” and management strategies, etc. are describedon the Company’s website (https://corp-sansan.com/) and its Annual Securities Reports (available in Japanese only) posted on thewebsite.

(ii) Basic views and basic policies on corporate governanceFor the Company’s basic views and basic policies on corporate governance, please refer to “I. 1. Basic Approach” in this Corporate
Governance Report.

(iii) Policies and procedures in determining remuneration for directors
The Company made the decision regarding the policy for deciding the details of remuneration, etc. for Directors at a meeting of theBoard of Directors. The amount of remuneration for Directors who are Audit & Supervisory Committee Members is decided following
discussion by all Audit & Supervisory Committee Members within the limit of the total remuneration amount resolved at the General
Meeting of Shareholders. Furthermore, at the meeting of the Board of Directors held in July 2022, the Company resolved to introduce
the following partial changes to the policy on determination of officer remuneration, etc. for the fiscal year ending May 31, 2023 andsubsequent fiscal years and stock options with share price conditions, which is non-monetary remuneration, to individual
remuneration of Directors (excluding Audit & Supervisory Committee Members) on the condition that it is approved and resolved at
the General Meeting of Shareholders.
The details of the decision policy regarding the details of individual remuneration, etc. for Directors are as follows.
a. Policy for determining the amount or calculation method of individual remuneration, etc. of Directors regarding basic remuneration(fixed monetary remuneration)
The amount of individual basic remuneration for Directors (excluding those who are Audit & Supervisory Committee Members) shallbe updated and determined each fiscal year within the limits of the total amount of remuneration resolved at the General Meetingof Shareholders, taking into consideration the responsibilities and business execution status of each Director and the Company’s
performance and economic conditions.
The amount of individual basic remuneration for Directors who are Audit & Supervisory Committee Members is decided following
discussion by all Audit & Supervisory Committee Members within the limit of the total remuneration amount resolved at the General
Meeting of Shareholders.
b. Introduction and decision policy for performance-linked remuneration and non-monetary remuneration
The introduction of a performance-linked remuneration plan or a non-monetary remuneration plan for individual Directors shallrequire a resolution of the Board of Directors.
When introducing such a remuneration plan, the Board of Directors shall also pass a resolution on the details of the plan, the policy
for determining the amount (calculation method), and the ratio of each form of remuneration that constitutes the individual4English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

remuneration, etc.
With regard to individual remuneration of Directors (excluding those who are Audit & Supervisory Committee Members) from thefiscal year ending May 31, 2023 onward, stock options with share price conditions may be granted as medium- to long-term incentive
remuneration. The ratio of these stock options to basic remuneration shall be decided and appropriate limits and conditions shallbe set based on the business environment, remuneration level at other companies, etc. in order to make the stock options incentives
that encourage the maximization of Directors’ performance and willingness to contr bute in addition to appropriate risk taking as aresult of the further strengthening of the link with shareholder value.
c. Policy for determining the timing and conditions of payment and grant of remuneration, etc. to Directors
The remuneration, etc. of Directors shall, in principle, be fixed remuneration on a monthly basis. This shall not apply in cases where
expenses to be paid as remuneration are separately incurred. The timing of when to grant stock options with share price conditions
introduced as individual remuneration of Directors (excluding those who are Audit & Supervisory Committee Members) from thefiscal year ending May 31, 2023 onward is being considered based on stock options granted in the past, number of years in office,etc.
d. Matters concerning the delegation of decisions on remuneration, etc.
Individual remuneration, etc. of Directors (excluding those who are Audit & Supervisory Committee Members) shall be determinedby resolution of the Board of Directors, and shall be subject to approval by a majority of the Directors and all Outside Directors. Asa means to incentivize Directors apart from the remuneration system, the Company has introduced the Stock Acquisition Rights
Trust and the Performance Target-linked Stock Acquisition Rights (Stock Options with Charge), which aims to provide an incentive
to current and future Directors of the Group to improve corporate value over the medium to long term. The number of shares
distributed to each eligible recipient is decided based on their position, expected role (mission grade), etc.

(iv) Policies and procedures in nomination of candidates for directors and dismissal of directors
The Company stipulates in the Articles of Incorporation that the number of directors (excluding Audit & Supervisory Committee
Members) shall not exceed 8 and that the number of directors who are Audit & Supervisory Committee Members shall not exceed
5. The Company appoints members who constitutes the Board of Directors, taking into account the balance between experience,
knowledge and skills and diversity. Currently, the Company has 9 Directors (male: 7, female: 2), 3 of whom are Independent Outside
Directors.
In nominating candidates for directors (excluding Audit & Supervisory Committee Members), the Company nominates, based on its
policy, persons who have extensive knowledge and experience in the relevant business, are expended to greatly contribute to theCompany through the relevant business, fulfill their duties as directors and contribute to improving corporate value.
In nominating candidates for directors who are Audit & Supervisory Committee Members, the Company nominates, based on its
policy, persons who are expected to offer opinions on overall management leveraging their knowledge on corporate management
based on their extensive business experience, such as persons who have experience of serving as officers of other companies andlegal experts who are familiar with corporate legal affairs, accounting and compliance matters.
In appointment procedure for directors (excluding Audit & Supervisory Committee Members), Representative Director & CEO
proposes persons who meet the requirements of the Company’s policy as candidates for directors and obtains an opinion of the
Audit & Supervisory Committee. Then, the Board of Directors discusses and submits such proposal to the General Meeting of
Shareholders for resolution.

5

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

In appointment procedure for directors who are Audit & Supervisory Committee Members, Representative Director & CEO proposes
persons who meet the requirements of the Company’s policy as candidates for directors and obtains consent of the Audit &Supervisory Committee. Then, the Board of Directors discusses and submits such proposal to the General Meeting of Shareholders
for resolution.
The Board of Directors and the Audit & Supervisory Committee monitor and supervise the status of business execution by eachdirector. If they determine that any director is disqualified, they will discuss whether or not to dismiss such director.

(v) Reasons for individual nominations of candidates for directors
Reasons for appointment of Directors are described on the Notice of Annual General Meeting of Shareholders and Annual
Securities Reports, etc. posted on the Company’s website (https://corp-sansan.com/).

[Supplementary Principle 3.1.3 Initiatives, Etc. on Sustainability]
The Company formulated the “Sustainability Policy” by resolution of the Board of Directors meetings and specified the “significant
ESG issues (materiality)” for the Company to work on preferentially, and the details are as follows.
● Sustainability Policy
Under the mission of “Turning encounters into innovation,” the Group has established its vision to “Become business
infrastructure,” and provides the cloud-based solutions that promote digital transformation and reshape how we work by changing
encounters with people and companies into business opportunities. The Group contributes to the establishment of a sustainable
society using its contributions to the solving of issues through these business activities, and believes this will lead to the Group’s
sustainable growth and improvement of corporate value. After taking into consideration various factors including the businessclimate surrounding the Group, financial conditions, and business stage, the Group promotes various activities to realize
sustainability through collaboration and cooperation with all stakeholders.
● Significant Issues (Materiality)
・Significant Field 1: Coexistence of security and convenience (Significant Issues: (1) Provision of safe and stable infrastructureservices (2) Protection of data privacy and thorough information security)・Significant Field 2: Reformation of how people work through innovative DX services (Significant Issues: (3) Promotion of DX
services that contr bute to an increase in productivity (4) Creation of innovative business infrastructure)・Significant Field 3: Creation of innovation that respects the diversity of human resources (Significant Issues: (5) Promotion ofrecruitment, training and activities (6) Promotion of diversity & inclusion)・Significant Field 4: Establishment of a strong management foundation that supports rapid business growth (Significant Issues:(7) Strengthening of corporate governance (8) Thorough compliance)
・Significant Field 5: Protection of the natural environment through business activities (Significant Issues: (9) Response to climatechange issues (10) Efficient usage of natural resources)
The specified processes, details, etc. for the above materiality are expected to be disclosed on the Company’s website and theintegrated report in the future.
Also, environmental and social initiatives that were launched in 2011 are appropriately reviewed through del beration by the Boardof Directors, as the wings of activities are expanded in line with the forms and size of responsibilities that the Company shouldbear as a listed company. Currently, the Company actively pursues NEXT, its CSV activities under the concept “What we can do

6English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

now, for the future,” and engages mainly in the following initiatives to contr bute to society and to the growth of its business.
● Scan for Trees
This is an effort to support environmental issues and regional reconstruction by planting trees, the raw material of business cards.
We plant trees in regions in need according to the number of documents scanned through Sansan’s services. So far, we haveplanted 11,357 trees. (As of July 2022)● Sansan for NPOs
This is our project to support NPOs working on solving social issues. We provide the business card management service formedium to small enterprises Eight Team, offered with special details that make it easy to implement, even for NPOs that havedifficulty investing in IT.
● Kodomo Meishi (Kids’ Business Cards) Project (Education Support)
We produce and give away kids’ business cards, and hold workshops and other events for children. Through these activities, theproject provides educational support for children who are the businesspersons of the future in an aim to help them treasure thediversity and importance of encounters and foster their interests in working.
● Supporting establishment of Kamiyama Marugoto College of Design, Technology, and Entrepreneurship (Education Support)
By supporting the establishment of Kamiyama Marugoto School of Technology which encourages the development ofentrepreneurs taking advantage of IT technologies, we aim to foster human resources who can contribute to the digitaltransformation of Japanese companies through startups and job placements.
● Yoiko for CSR
We introduced a system in which the Company supports employee-planned and employee-implemented CSR activities throughfunding of activity costs, granting of leave, and so on. It aims to achieve social contribution and productivity improvement throughinteraction among employees.
<Initiatives on Investments in Human Resources and Intellectual Properties>
The Company’s initiatives on investments in human resources are as described in the statement for Supplementary Principle
2.4.1. Also, for investments in intellectual properties, we conduct, through patent offices, investigations, etc. on infringement ofpatents on software and programs developed and designed by the Company to reduce the risks of infringement of third-party
rights. We also invest a certain amount to fund the promotion of patent applications, etc. through hosting of regular intellectual
property discovery meetings in collaboration with patent offices in an aim to uncover potential intellectual properties. In addition,by providing employee incentives through the establishment of the Employee Invention Rules, we boost the motivation of
employees and encourage more patent applications, which leads to enhancing the Company’s technological strengths and trust.
<Disclosure Based on TCFD Recommendations>
The Group, in relation to issues surrounding climate change, the ascertaining and monitoring of business risks and opportunities
under an appropriate system, and the raising of the ability to respond to issues, is regarded as an extremely important initiative forthe promotion of the migration to a low carbon economy or carbon-free society, and has the objective of stable economic
development and the securing of a foundation for day to day life, etc.
Under such concepts, the Company has expressed its support for the recommendations published by the Task Force on Climaterelated Financial Disclosures (TCFD), and makes disclosures based on this framework as shown below.
(i) GovernanceIncluding our responses to climate change issues, the Group’s various policies and important matters that contr bute to the7English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

realization of sustainability are among the items discussed and decided on at Board of Directors’ meetings.
In the case of responses to issues relating to climate change, we have set up a Climate Change Response Project - consisting ofcorporate departments, such as the IR Office, Office Strategy Department, and the Finance and Accounting Department - under
the supervision of the Representative Director and are reviewing our responses. Under this project, matters such as various
climate change-related indicators as well as business risks and opportunities that have been examined, collected, specified, etc.
are supervised after receiving annual reports by the Board of Directors. Business strategies and plans are then decided upon after
having given due consideration to the important matters.
(ii) Strategy
To strengthen its ability to respond and adapt to a business environment in which the temperature rise due to climate change isheld down to less than 2°C, the Group mainly utilizes scenarios that include the Intergovernmental Panel on Climate Change(IPCC)’s Shared Socioeconomic Pathways (SSP1-2.6) and Representative Concentration Pathways. After analyses of the
scenarios, we identify the business risks and opportunities posed by climate change and formulate response strategies.
With regard to transition risks and opportunities, such as the tightening of laws and regulations and the introduction of carbon
taxes in each country, we will respond by reducing greenhouse gas (GHG) emissions, establishing a policy for using renewableenergy, and promoting a variety of initiatives from medium- to long-term perspectives. In addition, many of the measures to deal
with transition risks, physical risks, and opportunities related to our services are already being addressed as part of our growthstrategy. In the years to come, however, we will also consider efforts to reduce costs by diversifying and optimizing various
services, including electric power.
(iii) Risk management
In consultation with the directors in charge of each field and its Climate Change Response Project, the Group is conducting
scenario analyses, identifying climate-related business risks and opportunities, assessing their importance, calculating theirfinancial impact, and reviewing its countermeasures.
These matters are next reported to the Board of Directors on an annual basis, and the Board of Directors decides on businessstrategies and plans after considering important matters, including these risks and countermeasures. Important climate changerelated risks are also integrated and managed with the results of company-wide risk analyses conducted through, for example,
internal audits.
(iv) Indicators and targets
The Group has selected GHG emissions as a climate change-related appraisal metric, and calculated and disclosed actual GHG
emissions for the last two years.
With regard to the setting of targets for each metric, in addition to external factors such as global trends and the status of laws andregulations in Japan, we are currently promoting a comprehensive study based on internal factors to enhance future disclosures.
The internal study thus covers the progress of strategies and measures in each of our businesses, risks and opportunities, etc.
The content of specific risks and opportunities identified under the scenario analyses, financial impacts, countermeasures andother information is disclosed.

[Supplementary Principle 4.1.1 Scope of Authority Delegated to the Management]
The Company has a policy to determine the following matters through resolution of the Board of Directors in accordance with theprovisions of the Rules on the Board of Directors: (1) Matters prescribed by the Companies Act and other laws and regulations; (2)8English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

Matters prescr bed by the Articles of Incorporation; (3) Matters delegated by resolution of the General Meeting of Shareholders; and(4) Other important matters on management.
As for other important matters on management, the Company decides on the materiality of such matters based on factors such as
the scale of such matters. In addition, in order to expedite a decision-making process for business execution, the Company stipulates
in the Articles of Incorporation that the execution of certain important duties may be delegated to directors, and establishes theRules on Organization, Segregation of Duties and Administrative Authority pursuant to which the Company delegates its authority
to executive directors and executive officers, etc. as appropriate.

[Principle 4.9 Independence Standards and Qualification for Independent Outside Directors]
The Company nominates persons, as candidates for independent Outside directors, who have diverse and specialist knowledge,
experience and deep insight required to provide the Company with advice on management and to fulfill their supervisory function
among from persons who meet standards set by financial instruments exchanges, taking into consideration other specific conditions.

[Supplementary Principle 4.11.1 Board Composition]
The Company stipulates in the Articles of Incorporation that the number of Directors (excluding Audit & Supervisory Committee
Members) shall not exceed 8 and that the number of Directors who are Audit & Supervisory Committee Members shall not exceed
5. Currently, the Company has appointed 9 Directors (male: 7, female: 2).
The Company appoints members who constitutes the Board of Directors, taking into account the balance between experience,
knowledge and skills and diversity. In addition, starting from the 14th Annual General Meeting of Shareholders, the skill matrix ofcandidates for Directors and the reasons for nomination of each candidate are included in the Convocation Notice, in order todisclose the skill composition of the management team that the Company should have. In addition, Independent Outside Directors
include those who themselves have corporate experience and those who concurrently serve as directors of other companies. Thus,
the Company has established a system in which it can expect to receive opinions that are not based on those of the Company itself.
Skill matrix of the management team is descr bed on the Notice of the 15th Annual General Meeting of Shareholders posted on the
Company’s website (https://corp-sansan.com/).

[Supplementary Principle 4.11.2 Status of Concurrent Positions of Directors]
The status of major concurrent positions of directors are descr bed on the Notice of Annual General Meeting of Shareholders andAnnual Securities Reports, etc. posted on the Company’s website (https://corp-sansan.com/). The Company has confirmed that all
directors who have concurrent positions can properly perform their roles and responsibilities at the Company.

[Supplementary Principle 4.11.3 Summary of Analysis and Evaluation Results of Effectiveness of Board of Directors]
The Board of Directors of the Company conducts Effectiveness Evaluation of the Board of Directors as an initiative to evaluate theextent to which the roles expected of them have been fulfilled with respect to the management, etc. delegated to the Board byshareholders, and based on the evaluation results, the Board carries out a PDCA cycle on its own to enhance corporate governance.
For the Effectiveness Evaluation of the Board of Directors in the fiscal year ended May 31, 2022, we conducted a questionnaire
survey on the effectiveness of the Board or Directors, etc. targeting all directors. The survey results were brought to the Audit &Supervisory Committee for discussion, and based on the opinions obtained, the Board discussed the survey results, shared common

9English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

perceptions, and decided on the policy for improvements. The survey results for the current fiscal year indicated that, for the major
items of the questionnaire—namely, “Responsibilities of the Board,” “Board size and composition,” “Frequency of Board meetings,”“Decision-making process of the Board,” and “Quality of information provided to the Board”—there were many opinions that
evaluated these items as Appropriate or Generally Appropriate. Therefore, we determined that the effectiveness of the Board was
ensured in the current fiscal year.
Going forward, as the Company’s business scale and social responsibilities as a listed company continue to expand, the necessity
to further deepen del berations of the Board of Directors and enhance the training system for Directors was identified. The Company
will formulate improvement plans for the creation of training opportunities, etc. for Directors based on trends through the
improvement of the appropriateness of agenda items, the establishment of discussions that turn specific examples into subjects fordiscussion, etc., and make continuous efforts to improve the effectiveness of the Board.

[Supplementary Principle 4.14.2 Training Policy for Directors]
In order to ensure that directors fully perform their management supervisory and audit functions, the Company facilitates
improvement of discussion at meetings of the Board of Directors by distributing and explaining materials for the meetings of theBoard of Directors in advance and providing relevant information. In addition, for the Audit & Supervisory Committee that consistsof Outside Directors, the Company has deployed dedicated employees to assist the Audit & Supervisory Committee’s smooth
execution of its duties. Such employees are engaged in timely reporting and provision of information upon request of the Audit &Supervisory Committee by participating in major meetings, accessing important documents, etc. The Company also provides
directors with opportunities to participate in training sessions provided by third-party institutions at the Company’s expense.

[Principle 5-1 Policy for Constructive Dialogue with Shareholders]
The Company believes that, for sustainable growth and the medium- to long-term enhancement of corporate value, it is importantto actively conduct dialogues with investors, including shareholders, and to properly reflect insight gained in management.
Accordingly, the Company willingly accepts interviews from shareholders and investors based on the following:(i) The Company has set up a department in charge of IR and appointed Director, Executive Officer, CFO Muneyuki Hashimoto as
executive officer in charge of the department.
(ii) The Company has established a system to work with related departments in connection with opinions and requests ofshareholders identified at the dialogues.
(iii) CEO, CFO and the department in charge of IR take the initiative in holding financial results briefings for analysts and institutional
investors, and the Company discloses information on its website and has direct dialogue with shareholders, investors, etc. in andoutside Japan.
(iv) The department in charge of IR takes the initiative in discussing actions for opinions and concerns of shareholders identified at
the dialogues and reports such actions to the Board of Directors, as necessary.
(v) To properly manage insider information, the Company has established the Rules on Timely Disclosure and the Rules on
Management of Insider Trading and manage insider information in accordance with the provisions of those rules.

2. Capital Structure

10English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

management and investing in companies.
Toko Shiotsuki◯◯

CyberAgent, Inc.

Ms. Shiotsuki has degrees as a junior accountant

Director and Full-and a doctor of jurisprudence (professional), andtime

has extensive experience in business companies,

Audit

and

Supervisory

includingCommittee member

Supervisory Committee member of a listed

servingasafull-time Audit&

company by leveraging her broad insight inaccounting, auditing and legal affairs. The
Company has appointed her as an Outside
Director in the anticipation that she will present
meaningful opinions from the perspective ofauditing and supervision as well as diversity.
In addition, there is no special relationshipbetween Ms. Shiotsuki and the Company and she
is unlikely to have conflicts of interest with generalshareholders. Therefore, the Company has
nominated her as an Independent Director.
Taro Saito◯◯

dof Inc.

As a Representative Director at dof Inc., Mr. Saito

Representative

possesses many years of work experience inDirectorbranding and communication design together
with extensive experience as an officer at othercompanies, and has cultivated broad insights
through these experiences. He is appointed as an
Outside Director in the anticipation that he will
provide advice and suggestions concerning thegeneral management and corporate governanceof the Company.
In addition, there is no special relationshipbetween Mr. Saito and the Company and he isunl kely to have conflicts of interest with generalshareholders. Therefore, the Company has
designated him as an Independent Director.

14

English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

[Support System for Outside Directors and/or Corporate Auditors]
In order to ensure that directors fully perform their management supervisory and audit functions, the Company facilitates improvementof discussion at meetings of the Board of Directors by distributing and explaining materials for the meetings of the Board of Directors
in advance and providing relevant information. In addition, for the Audit & Supervisory Committee that consists of Outside Directors,
the Company has deployed dedicated employees to assist the Audit & Supervisory Committee’s smooth execution of its duties. Suchemployees are engaged in timely reporting and provision of information upon request of the Audit & Supervisory Committee byparticipating in major meetings, accessing important documents, etc. The Company also provides directors with opportunities toparticipate in training sessions provided by third-party institutions at the Company’s expense.

2. Matters on Functions such as Business Execution, Auditing, Oversight, Nomination and Remuneration Decisions(Overview of Current Corporate Governance System) Updated
An overview of the Company’s corporate governance structure is described below.

Board of Directors
The Board of Directors consists of 9 Directors, including 4 Directors who are members of the Audit & Supervisory Committee. All
directors who are members of the Audit & Supervisory Committee are Outside Directors. The Company has invited as Outside
Directors persons such as those with experience as a director at other companies and legal experts with a detailed knowledge ofcorporate legal affairs and compliance, as well as persons with expertise in the field of accounting, in order to promote theestablishment of a system that enables the Company to conduct management decision-making from a broader perspective and tosupervise management from outside the Company, while utilizing their insights on corporate management based on their wealth ofbusiness experience. In addition, in accordance with Article 427, paragraph (1) of the Companies Act, the Company has enteredagreements with its Outside Directors to limit their liability for damages under Article 423, paragraph (1) of said Act. The maximum
amount of liability for damages under these agreements is the minimum liability amount provided for under laws and regulations.
In order to conduct effective and prompt decision-making, the Board of Directors holds a regular Board of Directors meeting oncea month in principle, as well as holding extraordinary meetings as needed. 17 meetings were held in the fiscal year ended May 31,
2022.
The Board of Directors functions both as a body for supervising the operations of directors and a body for making decisions onimportant management matters, in compliance with the Articles of Incorporation and laws and regulations.

Audit & Supervisory Committee
The Company’s Audit & Supervisory Committee comprises 4 directors who are members of the Audit & Supervisory Committee. All
Committee Members are Outside Directors. Directors who are members of the Audit & Supervisory Committee include attorneys or
persons who possess an independent perspective on corporate management. Thus, the Company has established a structure inwhich management supervision is conducted from the standpoint of each Committee member’s professional ethics.
Directors who are members of the Audit & Supervisory Committee express opinions on directors’ execution of business at meetingsof the Board of Directors and other meetings.
The Audit & Supervisory Committee monitors the vision of governance and its operational status. In order to audit and supervise

17English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

the everyday activities of the directors, including the directors’ performance of duties, the Audit & Supervisory Committee implements
audits based on the audit plan and holds meetings of the Audit & Supervisory Committee once a month while convening meetings
with the Internal Auditing Department and Accounting Auditors, and sharing information necessary for auditing. During the fiscal
year ended May 31, 2022, the Company held 12 meetings of the Audit & Supervisory Committee.

Functions of nomination and remuneration decisions
The methods for determining nomination and remuneration are described on Principles 3.1 (iii) and (iv) of “Disclosure Based on
Principles of the Corporate Governance Code” of this Corporate Governance Report.

Status of Internal Audits, Audit & Supervisory Committee’s Audits, and Financial Audits
Internal Audits.
The head of the Internal Auditing Department and 1 dedicated person belonging to the Internal Auditing Department are in chargeof the Company’s internal auditing. The objective of internal auditing is to examine and evaluate the effectiveness of internal controls
established and operated at the Company, and to point out matters that require improvement and offer advice toward making
improvement in order to contribute to achievement of the Company’s management targets and stable business operations. The
Internal Auditing Department makes an internal audit plan each fiscal year, implements internal auditing after receiving the approvalof the CEO, and reports results of auditing to Representative Directors and the division that was subject to auditing while pointingout matters to the said department in order to realize improvements, and checking the status of improvements. The Internal Auditing
Department cooperates with the Audit & Supervisory Committee and shares information necessary for auditing.

Audit & Supervisory Committee’s Audits
The Company’s Audit & Supervisory Committee consists of 4 members, all of whom are Outside Directors.
Based on the Audit & Supervisory Committee’s guidelines, the Audit & Supervisory Committee carries out audit operations in linewith auditing standards, auditing policies, the Audit Plan, auditing methods, etc. decided by the Audit & Supervisory Committee.
The Audit & Supervisory Committee checks whether the Company’s internal control systems are being established and operated
appropriately, receives regular reports on the comprehensive implementation status of audits from the Internal Auditing Department,
and shares information at the meeting of the Audit & Supervisory Committee. Furthermore, in order to foster sufficient
communication and deepen mutual awareness between Audit & Supervisory Committee Members and the Representative Director,
they exchange opinions under the theme of significant auditing issues, etc. By attending meetings of the Board of Directors, etc.,
each Audit & Supervisory Committee member receives information regarding the status of business execution, and by giving theiropinions regarding this, audits and monitors the legality and suitability, and ensures appropriate business execution.
In addition, the Audit & Supervisory Committee monitors and verifies whether the Accounting Auditors maintain their independence
and implement appropriate audits, and receives reports from the Accounting Auditors regarding the performance of their duties andrequests explanations when necessary. Moreover, the Audit & Supervisory Committee receives notification from the Accounting
Auditors regarding steps to improve the “systems for ensuring that the performance of the duties is being carried out properly” (asenumerated in each item of Article 131 of the Regulation on Corporate Accounting) in compliance with the “Quality Control Standard
for Audit” (adopted by the Business Accounting Council on October 28, 2005), etc., and requests explanations when necessary.
Furthermore, Ms. Maki Suzuki, an Outside Director who is a member of the Audit & Supervisory Committee, is a qualified attorney18English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

and she offers recommendations and advice on the Company’s legal affairs from her standpoint as an expert. Outside Director Toko
Shiotsuki, who is also an Audit & Supervisory Committee member, has degrees as a junior accountant and a doctor of jurisprudence(professional), and has extensive knowledge of finance and accounting.

Financial Audits
The Company has concluded an auditing contract with KPMG AZSA LLC. There is no relationship of special interest between the
Company and this auditor or its employees who conduct audits. The names of the certified public accountants who executed theaudit and the composition of the assistants involved in the audit work are stated below.

1.

Names of the certified public accountants who execute the audit:
Osamu Takagi, Designated Limited Liability Partner and Executive Partner
Genta Tsuru, Designated Limited Liability Partner and Executive Partner

2.

Composition of assistants involved in the audit work:
7 certified public accountants
8 other individuals

3. Reasons for adopting the current corporate governance structure
From the perspective of further strengthening the auditing and oversight functions of the Board of Directors through the further
enhancement of corporate governance, the Company transitioned from being a company with a Board of Auditors to a company
with Audit & Supervisory Committee on August 18, 2015. The Company made this transition in order to leverage the functions of
Outside Directors, who do not personally execute business operations. Members of the Audit & Supervisory Committee, whopossess auditing authority and voting rights at meetings of the Board of Directors appropriately oversee the directors’ execution ofbusiness in terms of both legality and validity. With this transition to a company with Audit & Supervisory Committee, the Company
believes it will enhance the fairness, transparency, and effectiveness of management.

19English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

IV Matters Related to the Internal Control System
1. Basic Views on the Internal Control System and the Progress of System Development Updated
The Company strives to maintain and enhance corporate governance by the establishment and strict operation of an internal control
system based on the Basic Policy on Internal Control System, which was determined by the Board of Directors.

a) System to ensure that the execution of duties by directors and employees complies with laws and regulations as well as the
Articles of Incorporation (System for Strict Compliance with Laws and Regulations and the Articles of Incorporation).
1. Directors and employees carry out appropriate corporate activities based on high ethical standards and comply with laws andregulations and internal rules such as the Articles of Incorporation in accordance with the Company’s corporate philosophy andcode of conduct, “The Katachi of Sansan.”
2. Implement internal audits by the Internal Auditing Department, an independent entity under the direct supervision of the CEO,to verify if execution of business operations is being conducted based on laws and regulations, the Articles of Incorporation, andinternal and other rules while at all times strive to make improvements when issues are discovered.

b) System for storage and management of information related to execution of duties by directors (Information Storage andManagement System)
1. The Company shall appropriately prepare, store and manage documents, business forms, various information such as records
made in an electronic format based on the Rules on Information Asset Management, after classifying according to level ofconfidentiality.
2. Directors may access these documents and records at any time.

c) Rules and other systems for managing risk of loss (Risk Management System)
1. Appropriately manage a host of potential risks in the Company’s business activities through the establishment of internal rules
and a response system.
2. Give utmost priority to the appropriate handling of personal information, appoint a person in charge of personal information
protection, and make efforts to minimize the risks associated with the management of personal information by establishinginternal rules centered on a set of basic regulations for the protection of personal information.
3. Reduce information security risks by appointing a chief information officer with responsibility and authority for information
security risks and risk management and establishing rules on management of information systems.
4. Directors immediately report to the Audit & Supervisory Committee in the event of any kind of risk arising that may cause amajor loss to the Company.

d) System to ensure that the duties of the directors are being carried out efficiently (System for Securing Efficiency)
1. Hold regular meetings comprising directors once a month and convene extraordinary meetings as needed in accordance withlaws and regulations, the Articles of Incorporation, and the Rules on the Board of Directors in order to audit the status of businessexecution by discussing and making decisions on important matters, and receiving reports from executive directors.
2. Establish a suitable and efficient decision-making system through developing internal rules such as the Rules on the Board of
Directors, and clarifying areas of respons bility and authority.

24English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

e) System to ensure the properness of business operations of the corporate group composed of the Company and its subsidiaries(Internal Control of Corporate Group)
1. The Company and its subsidiaries, etc., which comprise the Sansan Group, have held up a policy to carry out appropriate
corporate activities based on high ethical standards and to comply with their respective corporate philosophy and code of conduct
as well as applicable laws and regulations and internal rules, such as the Articles of Incorporation, and endeavor to develop fairand responsible business to contribute to sustainable growth of the Sansan Group.
2. As the basic policy for involvement in management of its subsidiaries, the Company has established the Rules on Managementof Subsidiaries and maintains a system in which group governance can function, such as concluding business managementagreements with the subsidiaries pursuant to said regulations.
3. The Internal Auditing Department implements regular audits in order to verify if the business operations of the Company andits subsidiaries are in compliance with laws and regulations, the Articles of Incorporation, internal rules, and other regulations.

f) Internal control system for financial reporting (System to ensure properness of financial reporting)
1. In order to secure the properness of financial reporting of the Company and its subsidiaries, the Company develops andappropriately operates internal rules, including the Basic Policy on Internal Controls Related to Financial Reporting, based on
the Financial Instruments and Exchange Law and other laws and regulations in Japan and overseas that apply to the Company
and its subsidiaries.
2. Develop and operate a monitoring system for financial reporting and establish a system for timely and appropriate reportingwhen internal control system problems or defects are identified through the monitoring system.
3. In terms of information infrastructure, make effective and efficient use of the internal control system for financial reporting andrespond appropriately with respect to General Control and Application Control.

g) Matters related to the Office that assists the duties of the Audit & Supervisory Committee.
Matters related to the independence of members of that Office and matters on ensuring the practicability of instructions to thosemembers (Establishing an Office and Office member for the Audit & Supervisory Committee), (Independence of the Office for the
Audit & Supervisory Committee), (Ensuring practicability of instructions to the Office of the Audit & Supervisory Committee).
1. Establish an Office under the direct control of the Audit & Supervisory Committee and designate an Office member to assist
the duties of the Committee’s members on a full-time basis.
2. The supervisory authority over that Office member is to belong exclusively to the Audit & Supervisory Committee and theappointment, transfer, performance evaluation, disciplinarian action, and other matters regarding the member require theapproval of, and prior notification to, the Audit & Supervisory Committee.

h) System for submitting reports to the Audit & Supervisory Committee, which includes the system for directors and employees toreport to the Audit & Supervisory Committee
1. Directors and employees shall promptly inform the Audit & Supervisory Committee of any matter that may have a significant
impact on the Company and the implementation status of internal audits as well as legal matters, and provide necessary reports
and information in response to requests from the Audit & Supervisory Committee.

25English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

2. Formulate rules for a Whistle-Blower System and ensure the operation of an appropriate reporting system based on the
stipulations of the Whistle-Blower System. The Company shall not treat any director or employee unfavorably on the basis of
said director or employee using the System to give a report to the Audit & Supervisory Committee.

i) Other: Systems for ensuring the effectiveness of audits by the Audit & Supervisory Committee (Systems for ensuring theeffectiveness of audits by the Audit & Supervisory Committee)
1. The CEO shall meet regularly with the Audit & Supervisory Committee and Accounting Auditor to exchange of opinions andcommunicate effectively.
2. The Audit & Supervisory Committee shall meet regularly with the Accounting Auditor, cooperate with the Internal Auditing
Department, and exchange information at all times.
3. Payments of costs incurred in the process of executing the duties of the Audit & Supervisory Committee Member shall be
addressed upon a request for payment.

2. Basic Views on Eliminating Anti-Social Forces Updated
a. Basic Views on Eliminating Anti-Social Forces
The Company shall conduct fair and responsible corporate activities by the formulation of its Basic Policy on Eliminating Anti-Social
Forces and its dissemination inside and outside the Company as well as the securing and maintaining of a compliance systemthrough the development and operation of all internal rules.

b. Status of the Company’s preparedness for the elimination of antisocial forces(a) Status of the preparedness of internal rules
All executives and employees of the Company shall comply with the Basic Policy on Eliminating Anti-Social Forces and other internal
rules and establish a system to promote the elimination of such forces.
Additionally, by establishing Detailed Rules on Investigations into Anti-social Forces for Sales Management and Detailed Rules onExternal Procurement Transactions as operational rules, the Company has built a system for preventing transactions with anti-social
forces.

(b) Special department with responsibility for countermeasures in relation to anti-social forces and person responsible for theprevention unreasonable demands
The Company has established the following system for responding to antisocial forces.
1. Person with overall responsibility: Executive in charge of Corporate Division
2. Division with overall responsibility: Legal Team
3. Responding division: The department dealing with that business partner(c) Method for addressing the elimination of anti-social forces
i. New business partners, shareholders, and executives
As a general principle, the Company uses a private sector tool to ascertain whether or not new business partners, shareholders,and executives have relationships with anti-social forces.

26English Translation
This is a translation of the original release in Japanese. In the event of any discrepancy, the original release in Japanese shall prevail.

At the commencement of business, the Company inserts a wording in all contracts in which the partner guarantees that they
have no relationship with anti-social forces, and a contract cancellation clause to be invoked in the event that the partner does
have such relationship.
ii. Existing business partners
Using a price sector investigative tool, the Company carries out checks on all existing business partners to ascertain whether or
not they have relationships with anti-social forces. In addition to taking the usual precautions, the Company also implements
investigations and checks to a certain extent.
iii. The Company has a system for dissolving relationships with existing business partners if it comes to light that they are antisocial forces or are suspected of being such forces.

(d) Status of cooperation with external specialist organizations
The Company continuously studies the importance of eliminating anti-social forces through external lectures and seminars.
Additionally, the Company has established cooperative ties with the police, the Center for Removal of Criminal Organizations, andlegal counsel.

(e) Status of efforts to gather and manage information related to anti-social forces
The Company consolidates information on anti-social forces with the responsible division, thereby centralizing the gathering andmanagement of information.

(f) Implementation status of training activities
On joining the Company, new employees submit a written pledge confirming that they have no relationships with anti-social forces
and the Company explains the importance of eliminating anti-social forces.

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