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.

since the bias of attributes depending on occupation including Engineer exists as an external factor and in order to provide all
employees with fair opportunities for assessment and promotion. However, considering the situation of ensuring diversity, we are
deepening our awareness of issues, particularly with regard to the ratio of women and the ratio of women in management positions,in order to achieve a higher level than the current level.
[Supplementary Principle 3.1.3 Disclosure, Etc. Based on TCFD Recommendations]
The Company regards addressing climate change-related issues as an extremely important initiative to ensure stable developmentof the economy and secure a foundation for the livelihoods of people. To this end, the Company is taking actions such as strict
energy-saving and reduce greenhouse gas emissions by digitizing documents, etc., as well as allocating a part of its revenue totree-planting activities, and we are contributing to the establishment of a circular economy toward a decarbonized society. However,
the Company does not make any disclosure, etc. based on TCFD recommendations at this time, we recognize the necessity andimportance of the framework and will continue to consider establishing our internal system and operations in terms of governance,
strategy, risk management, indicators and goals.
[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 transactions

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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.

in 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 tomaximize 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 34.8% of all employees, and the share of females at managerial positions was 14.4%. The percentage of foreign employees
was 2.8%.
<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 deepening our awareness of issues, particularly with regard to the ratio of
women and the ratio of women in management positions, 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, regarding the point of supporting the active
participation of women who bear a greater burden on account of pregnancy, childbirth, and childcare, the Company is aiming tocreate an environment in which it is easy to work regardless of gender. To support the early return to work of women taking maternity
leave and childcare leave, the Company has a support system for their children to enter and attend nursery schools by providing

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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.

allowance to pay the full tuition for nursery schools and aid for taxi fares, and a system to provide aid for babysitter fees with theaim of supporting employees to balance parenting and work.
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 and cultivate the Company’s mission and status, for example, by making it a general rule
to include an 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’s Board of Directors adopted a resolution at its meeting held on February 16, 2021 regarding the policy for deciding
the details of remuneration, etc. for 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. In addition, at the meeting of the Board of Directors held on May 18, 2021,
a resolution was passed to change the method of determining the details of individual remuneration, etc. for Directors (excluding
those who are Audit & Supervisory Committee Members) from delegation to Representative Directors to determination by resolutionof the Board of Directors. At the time of the resolution by the Board of Directors, the Company will consult with the independent
officers regarding the details of the resolution in advance and receive their report. As a result, from the 15th fiscal year onward,
decisions on the details of individual remuneration, etc. for Directors (excluding those who are Audit & Supervisory Committee
Members) are made by resolution of the Board of Directors.
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 General4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.

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 individual
remuneration, etc.
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.
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 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.
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

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.

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 Group offers its businesses under the mission of “turning encounters into innovation” and the vision of “becoming business
infrastructure.” It believes that contributing to resolving social issues through its business activities will help create a sustainable
society, which will eventually lead the Group to sustainable growth and to improvement of corporate value. We take into
consideration various factors including the business climate surrounding the Group, financial conditions, and business stage, andunder sound governance and corporate management, give full attention to what we can do now for the future through our corebusiness, and pursue sustainable activities that contribute to business growth and investments in human resources andintellectual properties. Also, under the management strategies set forth in the Company’s Securities Report, we disclose ourearnings forecast. At the same time, through posting information on the Company’s website, we provide comprehensible
explanation on our initiatives, etc. on sustainability in line with our business portfolio and future growth strategy.
<Initiatives on Sustainability>
As an initiative on sustainability, the Company acknowledge protection of information assets to be a material issue, and engages
in environmental and social initiatives to fulfill its responsibility as a listed company. Customer information and other information
assets that are handled in the course of the Group’s business is extremely important as the Group’s management foundation. We
undertake information security measures to protect such information assets from risks such as leakage, damage, and loss. In
order to ensure that all executives and employees handling information assets abide by the information security policy, and that
information security such as confidentiality, integrity, and availability of information assets are maintained, we have established a
Computer Security Incident Response Team (CSIRT), which is responsible for the gathering of information on security
vulnerability, monitoring of cyber-attacks and troubles, and formulation of countermeasure policies and procedures based on suchinformation gathering and monitoring. The Team also engages in the implementation of information security training and sharing ofexpertise on information security.
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 donow, 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 business cards scanned into Sansan. So far, we have planted 9,882
trees. (As of November 2021)● Sansan for NPOs

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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.

This is our project to support NPOs working on solving social issues. We provide Sansan services customized to NPOs, offered at
special prices that make it easy to implement, even for NPOs that have difficulty 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.
NEXT website: https://www.corp-sansan.com/csv/<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 Company regards addressing climate change-related issues as an important initiative to ensure stable development of theeconomy and secure a foundation for the livelihoods of people. To this end, the Company is taking actions such as strict energysaving and reduce greenhouse gas emissions by digitizing documents, etc., as well as allocating a part of its revenue to treeplanting activities, and we are contr buting to the establishment of a circular economy toward a decarbonized society. However,
the Company does not make any disclosure, etc. based on TCFD recommendations at this time, we recognize the necessity andimportance of the framework and will continue to consider establishing our internal system and operations in terms of governance,
strategy, risk management, indicators and goals.

[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

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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.

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 14th 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 14th fiscal year Effectiveness Evaluation of the Board of Directors, we conducted a questionnaire survey on the effectivenessof the Board or Directors, etc. targeting all directors. The survey results were brought to the Audit & Supervisory Committee fordiscussion, 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 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 processof the Board,” and “Quality of information provided to the Board”—there were many opinions that evaluated these items as

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.

management and investing in companies.
Yosh ki Ishikawa

◯

◯

-

Mr. Ishikawa possesses specialist and abundant
knowledge with regard to areas such as data
science,humanresource

strategy,

andsustainability, as a researcher of preventive
medicine and behavioral science, as well as work
experience at a business company where he wasinvolved in the establishment and management.
Therefore, the Company has appointed him as an
Outside Director in the anticipation that he will
present opinions from a multifaceted perspective
cultivated through the experiences describedabove.
In addition, there is no special relationshipbetween Mr. Ish kawa and the Company and heis unlikely to have conflicts of interest with generalshareholders. Therefore, the Company has
nominated 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
nominated her as an Independent Director.

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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.

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) An overview of the Company’s corporate governance structure is described
below.

UpdatedBoard 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 14th fiscal year.
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
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 14th
fiscal year, the Company held 13 meetings of the Audit & Supervisory Committee.

Functions of nomination and remuneration decisions

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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.

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. Yasuko Yokosawa, 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 the17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.

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:
Hiroyuki Nakamura, 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:
9 certified public accountants
10 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.

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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.

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. Store and manage documents, business forms, and records made in an electronic format based on the Rules on Document
Management, after classifying according to level of confidentiality.
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.

22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.
2. Formulate rules for a Whistle-Blower System and ensure the operation of an appropriate reporting system based on the23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.

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 General Affairs & Legal
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.
At the commencement of business, the Company inserts a wording in all contracts in which the partner guarantees that they24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.

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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