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.

[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 related party
transactions (including transactions that represent a conflict of interest), which are transactions with Directors of the Company, major
shareholders, etc., in advance with respect to appropriateness of the details and decision methods of those transactions, and theCompany subsequently, after the approval, receives reports on the status, etc. of those transactions.
Furthermore, the Company properly manages conflicts of interest by checking whether 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 achieving sustainable business growth and new value creation, the Group positions human resources as one of the mostimportant management capitals, and it is crucial that we embrace diversity of human resources and establish work environmentsthat substantially fuel employee motivation for each of employees with diverse career backgrounds. Under the policy to aggressively
recruit and promote outstanding talents regardless of certain attr butes such as career background, gender and nationality, we
provide all employees fair opportunities for assessment and promotion. In addition, in being oriented to proactive overseas businessdevelopment, we reinforce recruitment of employees with a foreign citizenship, and endeavor to foster corporate culture of achieving
the mission while embracing diversity by creating opportunities for interaction between foreign employees at overseas offices andJapanese employees in Japan to stimulate communications.
With respect to the status of ensuring diversity as of May 31, 2023, females accounted for 34.9% of all employees, the share offemales at managerial positions was 17.8%, and the percentage of foreign employees was 2.6%.
<Voluntary and Measurable Goals for Ensuring Diversity>
The Company has set targets for the fiscal year ending May 31, 2030 of a share of females at managerial positions of 30% or higher
and for females to account for 45% or higher of all employees. Through annual monitoring, fair assessment practices, expansion ofvarious internal systems and other initiatives, the Company is striving to increase each of these ratios. As to the share of foreign
employees at managerial positions, the Company has not set a specific target level for the share of foreign employees at managerial
positions this point in time, considering that the percentage of foreign employees is relatively low. Since the share of mid-careerhires at the Company is high, at 82.5%, the Company has not recognized any particular issues in terms of mid-career attributes
during managerial appointments and has therefore not set a target for the share of mid-career hires at managerial positions.
<Policies on Training Human Resources and Developing Work Environments to Ensure Diversity and Status of Implementation>
The Company recognizes that it is important not only to ensure that talented professionals who share an understanding of theGroup’s corporate philosophy and business activities actively participate, but also to establish an environment in which organizations
absorb their excellent insights, resulting in further growth of people around them. Specifically, the Company provides opportunities
for all employees to discuss the corporate philosophy and face the Company’s values and culture. The Company also strives toinstill the company culture and improve employee engagement through visualization of internal appreciation cases by utilizing aplatform involving all employees centered on the peer bonus system. Besides, the Company invests continuously in measures for2

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.

stimulating internal communications and has provided systems for encouraging employees self-directed skills development,
including a coaching course system designed to identify issues for individual’s growth and encourage them to take action and askills enhancement program for the STEM Divisions (engineering, research and development, and creator positions). Furthermore,
the Company aims to realize flexible working styles that respect employees’ intentions and desires. These include support systems
for handling both parenting and work for all employees, such as establishing price difference subsidies for unlicensed nurseries until
three years old, subsidy systems for usage fees for babysitters, housework support and so forth in order to support employees incareer formation while also handling parenting/nursing care. Also, to response to the increase in employees of foreign nationality,
we are developing an environment in which all employees, regardless of nationality, can understand the Company’s mission andstatus, for example by making it a general rule to require English translations to accompany group-wide notices such as the
management philosophy and code of conduct.
[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 makes decisions at meetings of the Board of Directors regarding the policy for deciding the details of remuneration,etc. of Directors (excluding those who are Audit & Supervisory Committee Members) based on the details of reports from theNomination and Remuneration Advisory Committee following consultations with the said Committee.
At the Board of Directors meeting held in July 2023, the Company resolved to partially revise the policy for deciding the details of
remuneration, etc. of Directors (excluding those who are Audit & Supervisory Committee Members) for the fiscal year ending May
31, 2024 onward, to provide performance-linked bonuses as short-term incentive remuneration and to grant stock remunerationtype stock options as non-monetary individual remuneration to Directors (excluding those who are Audit & Supervisory Committee
Members) subject to approval by 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) and performance-linked remuneration
As individual monetary remuneration, etc. of Directors (excluding those who are Audit & Supervisory Committee Members), theCompany shall pay basic remuneration (fixed monetary remuneration) and performance-linked bonuses as short-term incentive
remuneration for improving business performance in each fiscal year.
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 Meeting3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.

of 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 performance-linked bonuses for Directors (excluding those who are Audit & Supervisory Committee
Members) shall be calculated within the range of 0% to 200% based on the degree of achievement against the performance targets
for each fiscal year within the limit of the total amount of remuneration resolved at the General Meeting of Shareholders, and shallbe updated and determined each fiscal year, taking into consideration each Director’s position and responsibilities. The performancetarget for each fiscal year shall be based on consolidated net sales, which is the most important management indicator of theCompany.
The amount of individual basic remuneration for Directors who are Audit & Supervisory Committee Members shall be determinedby consultation of all Audit & Supervisory Committee Members within the limits of the total amount of remuneration resolved at theGeneral Meeting of Shareholders.
b. Introduction and decision policy for non-monetary remuneration
With regard to individual remuneration, etc. of Directors (excluding those who are Audit & Supervisory Committee Members), stock
options with share price conditions and stock remuneration-type stock options 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.
The introduction of a non-monetary remuneration plan as other individual remuneration, etc. of Directors shall require a resolutionof the Board of Directors. When introducing such a remuneration plan, the Board of Directors shall decide the details of the plan,
the policy for determining the amount (calculation method), and the ratio of each form of remuneration that constitutes the individual
remuneration, etc. based on the details of a report from the Nomination and Remuneration Advisory Committee following
consultations with the said Committee.
c. Policy for determining the timing and conditions of payment and grant of remuneration, etc. to Directors
Among the remuneration, etc. for Directors, fixed remuneration shall be paid monthly, and the performance-linked bonus to be
introduced as individual remuneration, etc. of Directors (excluding those who are Audit & Supervisory Committee Members) shallbe paid in a lump sum at a certain time each year. In addition, stock options with share price conditions and stock remunerationtype stock options shall take into consideration the timing of payment/granting, conditions, etc. based on stock options granted in
the past, number of years in office, etc.
This shall not apply in cases where expenses to be paid as remuneration are separately incurred.
d. Matters concerning the decisions on remuneration, etc.
Individual remuneration, etc. of Directors (excluding those who are Audit & Supervisory Committee Members) shall be decided at a
meeting of the Board of Directors based on the details of a report from the Nomination and Remuneration Advisory Committee
following consultations with the said Committee.
In the event of issuing stock options with share price conditions and stock remuneration-type stock options for Directors (excluding
those who are Audit & Supervisory Committee Members), a resolution of the General Meeting of Shareholders shall be obtained,
and details of the proposal for the General Meeting of Shareholders shall be decided by the Board of Directors based on the reportof the Nomination and Remuneration Advisory Committee after consultation with the Committee.

4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.

Also, as a means to incentivize Directors apart from the remuneration system, the Company has introduced the Performance Targetlinked Stock Acquisition Rights (Stock Options with Charge) for Directors (excluding those who are Audit & Supervisory Committee
Members) and Executive Officers of the Company, which aims to provide an incentive to improve the Company’s shareholder value
and corporate value over the medium- to long-term, on the condition that performance targets, which use consolidated net sales as
an indicator, are achieved. The number of shares distributed to each eligible recipient is decided based on their position, expectedrole (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 those who are Audit & Supervisory
Committee Members) shall not exceed 8 and that the number of Directors who are Audit & Supervisory Committee Members shallnot exceed 5. The Company appoints members who constitutes the Board of Directors, taking into account the balance between
experience, knowledge and skills and also diversity. Currently, the Company has 9 Directors (male: 7, female: 2), 4 of whom are
Independent Outside Directors.
In nominating candidates for Directors (excluding those who are 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 the Company 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.
Regarding the procedure for nominating candidates for Directors, the Representative Director & CEO proposes persons who meetthe requirements of the above-mentioned policy as candidates. Then, the appointment of the candidates is decided by the Board of
Directors based on the details of reports from the Nomination and Remuneration Advisory Committee following consultations withthe said Committee regarding the candidates. Furthermore, for decisions by the Board of Directors, they receive opinions regarding
candidates for Directors (excluding those who are Audit & Supervisory Committee Members) from the Audit & Supervisory
Committee in advance and the consent of the Audit & Supervisory Committee for candidates for Directors who are Audit &Supervisory Committee Members.
The Board of Directors monitors and supervises the status of business execution by each Director. If they determine that any
Director is disqualified, they will discuss whether or not to dismiss such Director based on the details of a report from the Nomination
and Remuneration Advisory Committee following prior consultations with the said Committee.
(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 Group believes that helping to resolve social issues through its business activities contr butes to the building of a sustainable
society, and in turn opens the way to sustainable growth for the Group and to enhancements in the Company’s corporate value.
While taking into account such factors as the operating environment, the state of management, and the stage of the business, the5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.

Group promotes activities for achieving sustainability through collaboration and cooperation with all of its stakeholders. Based onthese concepts, a Director of the Company has been assigned responsibility for each of the material issues (priority issues), underwhose supervision response measures and the details of initiatives are considered. Matters that contribute to achieving sustainability,
including consideration of these details, are reported to and subsequently supervised by the Board of Directors on an annual basis,and significant issues are deliberated and determined by the Board of Directors.
The Group’s Sustainability Policy, material issues (priority issues), and details of specific initiatives are presented in its Annual
Securities Report and the following URL.
https://www.corp-sansan.com/sustainability<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 of patents 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.
<Initiatives to Address Climate Change Issues>
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 in its Annual Securities Report and on thefollowing website.
https://www.corp-sansan.com/sustainability/environment/climate_change/[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)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.

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.

[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 4.10.1 Use of Optional Approach]
The Company is a company with Audit & Supervisory Committee, but Independent Outside Directors do not account for a majorityof the Board of Directors. The Company is establishing the Nomination and Remuneration Advisory Committee to gain appropriate
involvement of Independent Outside Directors, including from the perspective of diversity, such as gender, and skills, in order tostrengthen the functions of the Board of Directors pertaining to nomination, remuneration, etc. of Directors as well as theindependence, objectivity and accountability of the Board of Directors.
The Nomination and Remuneration Advisory Committee is composed of three or more members appointed by a resolution of theBoard of Directors. In order to ensure the independence of the committee, Independent Outside Directors shall make up a majority,and the chairperson shall be elected by resolution of the committee and selected from the committee members who are Independent
Outside Directors.
Please refer to “Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and theCommittee Chair (Chairperson)” and the supplementary explanation in this report for the composition and roles of the Nomination
and Remuneration Advisory Committee as of the publication of this report.
[Supplementary Principle 4.11.1 Board Composition]
The Company stipulates in the Articles of Incorporation that the number of Directors (excluding those who are Audit & Supervisory
Committee Members) shall not exceed 8 and that the number of Directors who are Audit & Supervisory Committee Members shallnot 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, including gender, internationality, such as international work experience, work experience andage. Recognizing the importance of gender diversity, the Company has set the target for the ratio of female Directors at 30% ormore by the fiscal year ending May 31, 2030, and will continue to aim both for this target and the appropriate size for the Board of
Directors in light of the management policy, business activities, etc. In addition, at least one-third of the members appointed to theBoard of Directors shall be independent Outside Directors, and at least one member shall have a considerable amount of knowledge
related to finance and accounting as a Director who is an Audit & Supervisory Committee Member.
The skill matrix of candidates for Directors and the reasons for nomination of each candidate are included in the Notice of the Annual
General Meeting of Shareholders, in order to disclose 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 thatare not based on those of the Company itself.
Skill matrix of the management team is descr bed on the Notice of the 16th 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 described on the Notice of Annual General Meeting of Shareholders and7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.

Annual 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 respons bilities 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 every year as an initiative toevaluate the extent to which the roles expected of them have been fulfilled with respect to the management, etc. delegated to theBoard by shareholders, 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, 2023 we conducted aquestionnaire 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 perceptions, and decided on the policy for improvements. The survey results for the said fiscal year indicated that,for the major items of the questionnaire—namely, “Responsibilities of the Board,” “Board size and composition,” “Frequency ofBoard 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 theBoard was ensured in the said fiscal year.
Going forward, as the Company’s business scale and social responsibilities as a listed company continue to expand, the Company
will continuously carry out initiatives to enhance the effectiveness of the Board of Directors, such as by fostering multifaceted
perspectives that incorporate the knowledge of Outside Directors by establishing opportunities for discussion regarding medium- tolong-term management issues and business direction as a part of Directors’ training, further strengthening the managementfoundation, and enhancing information provision that deepens Outside Directors’ understanding of business activities and the
direction of business as well as document and information provision that contributes to del berations by the Board of Directors.
[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 recognizes that for sustainable growth and the medium- to long-term enhancement of corporate value it is importantto actively conduct dialogues with investors, including shareholders, accurately grasp their expectations, concerns, requirements,and other feedback concerning the Company, and properly reflect the insights gained in management and business activities. Under
the following policies, the Company is working to promote constructive dialogue with shareholders.
(i) For general dialogue with shareholders, the department in charge of IR, supervised by the officer who is Director, Executive
Officer and CFO, engages in dialogue in principle, and the CEO or CFO also strives to engage in dialogue within reason.
(ii) To achieve constructive dialogue, the Company has created a structure under which the department in charge of IR coordinateswith the relevant departments for regular exchanges of opinion and gathering of information. Moreover, to ascertain the composition8

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.

of its own shareholders, the Company undertakes an investigation to identify its beneficial shareholders based on the shareholder
register at the end of May each year.
(iii) The Company holds regular financial results briefings presented by the CEO and CFO for analysts and institutional investors,
as well as briefings for individual investors. The Company also discloses this information on its website.
(iv) The opinions and concerns of investors picked up through the dialogues are summarized by the department in charge of IR,
which then reports these appropriately to the Board of Directors and discusses responses with the relevant departments.
(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.

<Response to Realizing Management with an Awareness of Cost of Capital and Share Price>
The Company formulates management plans and business strategies with an awareness of the cost of capital, and has set mediumterm financial targets for the fiscal year ended May 31, 2023 to the fiscal year ending May 31, 2025. Specifically, the Company istargeting continued solid growth in consolidated net sales in the mid-20% range or higher, and an increase in the consolidated
adjusted operating profit (operating profit_+ share-based payment expenses + expenses that arise from business combinations)margin each fiscal year. In addition, the Company is currently working to strengthen its financial position and expand its internal
reserves and so forth. Recognizing that aggressively investing in businesses that continue to deliver high growth will lead to thegreatest return of profit to shareholders, the Company is executing growth investments after ascertaining and giving consideration
to investment efficiency and returns by referring to various indicators such as the efficiency of advertising and marketing activities
and the productivity of operating activities in each business.
Furthermore, the Company has implemented measures to increase incentive for enhancing corporate value by raising the stock
price, including issuing stock options with share price conditions (stock acquisition rights) to Directors, performance target-linked
stock acquisition rights (stock options with charge) to Directors and Executive Officers, and tax-qualified stock options with shareprice conditions (stock acquisition rights) for Executive Officers and certain employees.
The Company actively discloses information about these matters through various disclosure materials, financial results briefings,
and its website, among others.
(IR website: https://ir.corp-sansan.com/en/ir.html)<Status of Dialogue with Shareholders, Etc.>
In the fiscal year ended May 31, 2023, the Company worked actively to create opportunities for two-way in-person dialogue, suchas participation in a number of conferences that enabled meetings with institutional investors and visits to overseas institutional
investors by the CEO and CFO. As a result, the numbers of meetings in the fiscal year ended May 31, 2023 included 127 withdomestic institutional investors, 180 with overseas institutional investors, 54 with securities company analysts, and 15 with others
for a total of 376. In addition, the Company held four financial results briefings for institutional investors and one briefing for individual
investors.

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.

management and investing in companies.
In addition, there is no special relationshipbetween Mr. Akaura and the Company and he isunl kely to have conflicts of interest with generalshareholders. Therefore, the Company has
designated him as an Independent Director.
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
designated 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.

13

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.

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and the Committee Chair(Chairperson)
Committee’s

All

Full-time

InsideOutsideOutside

Other

Name

Members

Members

Directors

Directors

Experts

Members

Voluntarily

Nomination

6

0

2

4

EstablishedandCommittee

Remuneration

Equivalent toAdvisory

Nominating

Committee

0Chairperson0OutsideDirector

Committee
Voluntarily

Nomination

EstablishedandCommittee

Remuneration

Equivalent toAdvisory

Remuneration

Committee

6

0

2

4

0

0

OutsideDirector

Committee■Supplementary information Updated
Independent Outside Directors do not account for a majority of the Board of Directors. The Company is establishing the Nomination
and Remuneration Advisory Committee to gain appropriate involvement of Independent Outside Directors, including from theperspective of diversity, such as gender, and skills, in order to strengthen the functions of the Board of Directors pertaining to nomination,
remuneration, etc. of Directors as well as the independence, objectivity and accountability of the Board of Directors.
The Nomination and Remuneration Advisory Committee is composed of three or more members appointed by a resolution of the Boardof Directors. In order to ensure the independence of committee members, Independent Outside Directors shall make up a majority,and the chairperson shall be appointed by resolution of the committee and selected from the committee members who are Independent
Outside Directors.
The Nomination and Remuneration Advisory Committee deliberates in advance matters related to the nomination of Directors,
appointment and dismissal of Directors, remuneration of Directors (excluding those who are Directors who are Audit & Supervisory
Committee Members) and other matters for which the Board of Directors seeks advice, and provides reports to the Board of Directors.
The Board of Directors is decided by the Board of Directors based on the details of a report from the Nomination and Remuneration
Advisory Committee.
Chairperson: Maki Suzuki, Director who is an Audit & Supervisory Committee Member (Outside Director)
Members: Toru Akaura, Director who is an Audit & Supervisory Committee Member (Outside Director); Toko Shiotsuki, Director who is
an Audit & Supervisory Committee Member (Outside Director); Taro Saito, Director who is an Audit & Supervisory Committee Member(Outside Director); Chikahiro Terada, Representative Director & CEO; and Yuta Ohma, Director
The status of activities by the Nomination and Remuneration Advisory Committee is described in the Annual Securities Report.

15

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.

a month in principle, as well as holding extraordinary meetings as needed. 17 meetings were held in the fiscal year ended May 31,
2023.
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.
The members of the Board of Directors and the status of its activities are described in the Annual Securities Report.

Audit & Supervisory Committee
The Company’s Audit & Supervisory Committee comprises 4 Directors who are Audit & Supervisory Committee Members. All
Committee Members are Outside Directors. Directors who are Audit & Supervisory Committee Members include attorneys or
persons who possess an independent perspective on accounting and corporate management. Thus, the Company has establisheda structure in which management supervision is conducted from the standpoint of each Committee member’s professional ethics.
Directors who are Audit & Supervisory Committee Members express opinions on Directors’ execution of business at meetings ofthe 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
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, 2023, the Company held 13 meetings of the Audit & Supervisory Committee.
The members of the Audit & Supervisory Committee and the status of its activities are described in the Annual Securities Report.

Nomination and Remuneration Advisory Committee
Please refer to “Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and theCommittee Chair (Chairperson)” and the supplementary explanation in this Corporate Governance Report for the Nomination andRemuneration Advisory Committee.
The status of activities, etc. by the Nomination and Remuneration Advisory Committee is described in the Annual Securities Report.

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 2 employees who belong to the Internal Auditing Department, and internal auditors
appointed by the head of the Internal Auditing Department are in charge of 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 pointout matters that require improvement and offer advice toward making improvement in order to contr bute to achievement of theCompany’s management targets and stable business operations. The Internal Auditing Department makes an internal audit planeach fiscal year, implements internal auditing after receiving the approval of the Representative Director & CEO, and reports results18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.

of auditing to the Representative Director & CEO, the Audit & Supervisory Committee and the division that was subject to auditing
while pointing out 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& CEO, 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
their opinions 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 attorney
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:
6 certified public accountants
8 other individuals

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.

3. Reasons for adopting the current corporate governance structure
The Company has judged that the current corporate governance structure is a corporate governance system that can realize thestrengthening of the Board of Directors decision-making and supervisory functions and the acceleration of business execution, andhas adopted the current structure for the establishment of a corporate governance structure that will realize transparent and fairmanagement as well as swift decision-making.

20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
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.

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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.

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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
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.

27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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