︱

GovernanceFoundation of Sustainability Management ︱Corporate Governance
Basic Philosophy

Sanki Engineering Corporate Governance Guidelines (revised on June 27, 2022)

https://www.sanki.co.jp/en/corporate/governance/guideline.html

Corporate Governance System⨋ Institutional Design

Corporate Governance
Report (in Japanese)▍Status of Directors and Officers (as of June 23, 2023)
Number of Persons
Chairperson of the Board of Directors

External director

Directors (women)

11 (1)

External directors (independent directors)

5 (5)Executive officers (women)

35 (0)

Those also serving as directors

4

Auditors (women)

5 (0)External auditors (independent auditors)

3 (3)▍Frequency of Major Meetings (FY2022)
Meeting

Corporate Governancehttps://www.sanki.co.jp/corporate/
governance/report.html

GovernanceWe adopted a Company with Board of Company Auditors system with dedicated,
full-time auditors as our form of corporate governance. Under this structure, theauditors and the Board of Auditors exercise oversight over the execution of duties
by directors, the accounting auditors auditing the financial statements and otherdocuments as well as the Board of Directors responsible for making decisions onmaterial issues. In addition, to increase management efficiency and simultaneously
speed up the decision-making process, we employ an executive officer system
in which we divide management functions between the Board of Directors
responsible for decision-making and supervisory functions, and the executive
officers responsible for the execution of business affairs.

Foundation of Sustainability Management

We established the Sanki Engineering Corporate Governance Guidelines to clarify the Sanki Engineering Group’s basic
philosophy and policy on corporate governance. Once a year, we review the status of our compliance with the Corporate
Governance Code and revise it as needed. We are also taking appropriate action to comply with revisions made to
the Corporate Governance Code in June 2021, and while maintaining the standards set by the Tokyo Stock Exchange
Prime Market and making improvements, we will continuously strive to achieve sustainable growth for the Group andstrengthen its corporate value over the medium to long term.

Average Attendance ofExternal Officers

Frequency

Board of Directors

13*1

99.0%

Board of Auditors

8*2

100%

Advisory Committee on Nomination
and Remuneration

4*3

100%

Management Meeting30

96.7%*4*1 M s. Tamami Umeda was appointed
external director, and Mr. Kunihiko
Tachi was appointed auditor of SankiEngineering in June 2022 and they
have therefore attended 11 out of 11
meetings.
*2 M r. Kunihiko Tachi was appointed
auditor of Sanki Engineering in June
2022 and has therefore attended 6
out of 6 meetings.
*3 M s. Tamami Umeda was appointed
external director of Sanki Engineeringin June 2022 and has therefore
attended 2 out of 2 meetings.
*4 Attended only by the chair of theBoard of Directors (full-time external).

SANKI REPORT 2023

73

︱

GovernanceFoundation of Sustainability Management ︱︱Corporate Governance

Board of Directors

Exchange of opinions,establishing common awarenessLiaison Meeting of External
Officers
5 external directors
3 external auditors

Accounting Auditors

11 directors* including
5 external directors
Consultation

Appointment/
Dismissal(Ernst & Young ShinNihon LLC)

Discussion
and reporting

Internal Finance Control
Committee

President

Management Meeting
Discussion, andreporting onimportant matters

ReportingExecutive officers
Leadership and supervision

Auditing

Sections, centers, headquarters, research institute,business division, business departments, branches
and branch offices, subsidiaries

Risk Management Committee

The board consists of directors and is currently chaired by an external
director. It meets at least once a month to decide on important mattersand supervise the status of execution of business affairs.

The committee consists of members of the Management Meetingand chairpersons of subcommittees, appointed by the executive
officer in charge of risk management, and the head of the Internal
Audit Office. Currently, the executive officer in charge of risk
management is the president. The committee meets four times ayear and oversees risk management for the entire Group.

Board of Company Auditors
The board consists of auditors, by and from whom a chairperson is
selected. In principle, it meets at least eight times a year to monitor
the status of governance and audits the execution of duties bydirectors as an independent body entrusted by shareholders.
Members attend board and other important meetings, review thestatus of operations and assets, and maintain close contact with theaccounting auditors, Internal Audit Office, and Accounting Division. A
supplementary external auditor has been appointed to fill any future
external auditor vacancies.
Internal Audit Office

Executive Officer Committee
Consisting of executive officers and presidents of the Group
companies, the committee meets at least four times a year tocommunicate the policies expressed by the president and executive
officers responsible for departments, report on the status ofbusiness execution by each executive officer and Group company
president, and discuss initiatives for achieving the medium-term
management plan.

Supplementary
Principle 3-1.3
Supplementary
Principle 4-1.1

Principle 4-9

Guideline*1

Report *2

Article 10

P. 22

Article 9
Article 18

P. 22

Article 14

P. 23

Article 16

P. 23

Article 32 PP. 24-25
PP. 1,
24–25
PP. 7–8,
9, 24–26(ii) Basic views and guidelines on corporate governance

Article 2(iii) P olicies and procedures for determining the remuneration for
executive managers and directors

Article 31(iv) P olicies and procedures for selecting or dismissing executive
managers, and nominating directors and candidates for auditors

Article 18
Article 20
Article 21
Article 22
Article 24
Article 25

PP. 9,
24–26(v) Reasons for selecting or dismissing individual executive managers,
and reasons for nominating individual directors and auditors

Article 23

PP. 3-4, 6

Initiatives on the sustainability of the Company

Article 13 PP. 27-28

Overview of the scope of matters delegated to management

Article 18

Independence standards for external officers

Basic policy on the independent composition of committees fornomination and remuneration, their authority and roles, and otherrelated matters
Supplementary Basic policy on balancing the overall knowledge represented by the
Board of Directors, diversity, and scope, and policies and procedures
Principle 4-11.1
for combining and selecting the skills and other qualities of directors
Supplementary Current status of concurrent positions held at other listed companies
Principle 4-11-2 by directors and auditors
Supplementary Overview of analysis and evaluation results of the board’s
Principle 4-11-3 effectivenessSupplementary
Principle 4-10.1

PP. 9,
28-29(Appendix)
Independence
standards PP. 29-30
for external
officers
Article 24

PP. 4-5, 8,30

Article 19

P. 31

Article 26

PP. 3–4,
6, 32

Article 29 PP. 32–33

Supplementary
Principle 4-14-2

Training policy for directors and auditors

Article 30 PP. 32, 34

Principle 5-1

Policies on systems and initiatives for promoting constructive
dialogue with shareholders

Article 32 PP. 10, 34

The department conducts internal audits of the execution ofoperations by business execution departments in accordance with the
Auditing Plan for that fiscal year. It verifies the internal management
system including its appropriateness and efficiency. As necessary, it
exchanges opinions with the Accounting Division and makes proposals
concerning improvements or the correction of a problem. The
department also reports the results of its audits to the president andauditors.

Corporate Ethics Committee

Advisory Committee on Nomination and Remuneration

The committee consists of the chairperson, president, and executive
officers. It is chaired by the president and meets four times a year,
assuming a central role in Group-wide control, including deliberationand decision-making concerning important matters regarding
internal controls for financial reporting.

Diversity of Board of
Directors• Appointed one female external director

Discussion for promoting
the Medium-Term
Management Plan Phase 3• Pursued medium- to long-term human resource development, including
promotion of women and utilization of senior human resources, as a key
management strategy

Sustainability Committee

Enhancement of training
for directors and auditors• Provided opportunities to participate in external seminars and visit
construction sites and corporate bases, made further enhancements

Verification of risk
management system• Exchanged opinions during a meeting of the Board of Directors on
selected topics for verification, in addition to issues identified by theeffectiveness assessment• Discussed verification of the risk management system by the Board of
Directors

The committee is chaired by an external director and consists solely of
external directors. It meets as needed to deliberate on the nominationof candidates for directors and the system of remuneration.
Management Meeting
The meeting consists of directors and executive officers nominatedby the president and, in principle, meets twice a month. As a decisionmaking body for fundamental and key matters related to the executionof business affairs, the meeting deliberates and makes decisions fromthe standpoint of overall management.

SANKI REPORT 2023

The committee consists of the chairperson, president, and executive
officers, and is chaired by the president. The executive officers
responsible for corporate ethics and nominated by the president
oversee all matters related to corporate ethics. The committee meets
twice a year to deliberate on implementation plans for the pervasionand observance of the Code of Conduct and Action Guidelines.
Internal Finance Control Committee

The committee, consisting of the president and representative
director and the directors, decides on key issues and measuresrelated to sustainable management.

*1 C ompany’s Corporate Governance
Guidelines*2 C ompany’s Corporate Governance
Report (June 27, 2023)

Sanki Engineering Corporate
Governance Guidelines

https://www.sanki.
co.jp/en/corporate/
governance/guideline.
html

Corporate Governance

Board of Directors

Principle
Policies on cross-shareholdings and concrete standards forexercising voting rights
Procedures for preventing conflicts of interest with regard totransactions between related parties
Current status and targets for ensuring diversity with regard toassignments and other treatment of core personnel
Details of efforts in terms of personnel and management tofulfill functions as the owner of corporate pension assets, andmanagement of conflicts of interest(i) The Company’s aspirations (business principles), businessstrategies, and business plans

Principle 3-1

Internal Audit Office*1 The Articles of Incorporation stipulate that the number of directors shall not exceed 16.
*2 One of the auditors possesses a considerable degree of knowledge of finance and accounting.

74

Governance

GovernanceMonitoring, guidance, support, and education

Principle 2-6

Election, dismissal,
and supervision

Sustainability Committee

Policy Meeting

Principle 1-4

Supplementary
Principle 2-4.1

Advisory Committee on
Nomination andRemuneration

Appointment/Dismissal

Leadership andsupervisionCorporate Ethics Committee

Social▍Principle Requiring Disclosure of Certain Matters (Tokyo Stock Exchange)

Principle 1-7

Reporting

Reporting

Risk Management Committee
Executive Officer Committee

Accounting auditing

1*2(one substitute auditor)

Environment

Foundation of Sustainability Management

Appointment/Dismissal

Business auditing
Accounting auditing

5 auditors including
3 external auditors

G

We disclose information in accordance with each principle of the Corporate
Governance Code, as follows.

General Shareholders’ Meeting

Board of Company Auditors

S⨋ Disclosure Based on Principles of the Corporate Governance Code▍Corporate Governance System (as of June 23, 2023)

Appointment/
Dismissal

E

Corporate Governance Report(in Japanese)

https://www.sanki.co.jp/
corporate/governance/
report.html⨋ Strengthening the Effectiveness of the Governance System

We are strengthening our system in line with the Sanki Engineering Corporate
Governance Guidelines.
▍Major Initiatives in FY2022 (Addressing Issues Identified in FY2021)

SANKI REPORT 2023

75

︱Foundation of Sustainability Management ︱Governance︱Corporate Governance

External
Director• Evaluation items(1) Composition, responsibilities, and management of the Board of Directors(2) Effective use of effectiveness assessment(3) Risk management(4) Effectiveness of Advisory Committee on Nomination and Remuneration

2. Discussion by the Board of Directors• Results of individual interviews and third-party evaluation were reported at
the Board of Directors meeting• Held discussions on identified issues and future initiatives
External
Auditors• E ffectiveness of management of particularly important risks was discussed at
Board of Director meetings, with the participation of related sections
2. Discussions by the Board of Directors• D iscussed medium- to long-term management strategies• T opics to be discussed(1) Issues related to digital reform and medium-term initiatives(2) Discussion on securing, nurturing, and utilizing human resources(3) Discussion on growth investment(4) Management with due consideration of capital costs and share price(5) Ideal R&D structure, and other themes

Years
ServedReasons for Selection

Yukiteru
Yamamoto

●

9
years

Mr. Yukiteru Yamamoto has served in positions including representative director and president of Mitsui Life
Insurance Company Limited (currently Taiju Life Insurance Company Limited) and executive member of the Policy
Board of the Japan Business Federation. He thus possesses abundant operational experience and broad knowledge
regarding corporate management. The Company selected Mr. Yamamoto as an external director for his experienceand insight developed through this background.

Kazuhiko
Kashikura

●

5
years

Mr. Kazuhiko Kashikura has served as an executive officer of Sumitomo Mitsui Banking Corporation and has
managed several of its group companies as a top executive. He thus possesses abundant experience and broad
knowledge regarding corporate management. The Company selected Mr. Kashikura as an external director for his
experience and insight developed through this background.

Keiji
Kono

●

2
years

Mr. Keiji Kono, as a financial specialist, has held managerial positions in major departments of the Bank of Japan. He
has also served as an executive officer at Chugai Pharmaceutical Co., Ltd., where he managed the IT management
department as the head of the division and promoted social contribution activities overseas. He thus possesses awide range of knowledge and experience in those fields. The Company selected Mr. Kono as an external director for
his experience and insight developed through this background.

AkihikoMatsuda

●

2
years

Mr. Akihiko Matsuda has served as an executive officer of Tokyo Gas Co., Ltd. and has managed several of its groupcompanies as a top executive. He thus possesses abundant experience and broad insight across all aspects ofenergy-related businesses. The Company selected Mr. Matsuda as an external director for his experience and insightdeveloped through this background.

Tamami
Umeda

●

1
year

Ms. Tamami Umeda is a licensed physician and has held positions such as director-general counsellor, Ministryof Health, Labour and Welfare, and director-general, Environmental Health Department, Ministry of theEnvironment, and she thus has abundant experience and broad insight on domestic and international public healthadministration and hygiene and organizational management. The Company selected Ms. Umeda as an external
director for her experience and insight developed through this background.

Shozo
Fujita●5
years

Mr. Shozo Fujita has served as a public prosecutor and attorney-at-law, as representative director and president of
the Resolution and Collection Corporation, and as a director who serves as an audit and supervisory board member
at other companies. He thus possesses abundant experience and broad insight. The Company selected Mr. Fujita as
an external auditor for his experience and insight developed through his background to audit the Company.

Yutaka
Atomi

●

4
years

Mr. Yutaka Atomi has long been engaged in education and research at universities, serving in positions includingpresident of Kyorin University. He thus possesses deep insight and abundant experience regarding university
management. The Company selected Mr. Atomi as an external auditor for his experience and insight developed
through his background to audit the Company.

ToshiakiEgashira

●

4
years

Mr. Toshiaki Egashira has served in positions including representative director and president of Mitsui Sumitomo
Insurance Company, Limited. He thus possesses abundant administrative experience and wide-ranging knowledge
regarding corporate management. The Company selected Mr. Egashira as an external auditor for his experience andinsight developed through his background to audit the Company.

Name▍Skills, Careers, and Expertise*1 of Members of the Board of Directors and Board of Auditors (16 Persons)⨋ Training for Directors and Auditors

We conduct periodic training as part of our efforts to enhance the knowledge of ourofficers. In fiscal 2022, we particularly focused on visits to construction sites and the
Sanki Techno Center, a comprehensive training and research facility, to deepen theunderstanding of external officers of the Group’s business activities.

SANKI REPORT 2023

Governance

Site inspection by external officers

Independence Standards forExternal Officers(Appendix to the SankiEngineering Corporate
Governance Guidelines)

https://www.sanki.co.jp/en/corporate/
governance/guideline.html

Field

Number of Directors andAuditors(External Directors andExternal Auditors)

Management
experience*2

8 (6)Finance and capital
markets

6 (4)Engineering

6 (1)Risk management

5 (2)

R&D

1 (0)

Governance

5 (2)Overseas operations

3 (1)

Law

1 (1)

Field

Number of Directors andAuditors(External Directors andExternal Auditors)

Corporate Governance

1. Revision of risk management system•C onsidered revising the deliberation method of the Risk Management
Committee

76

SocialGovernance• Results
Self-assessment scores increased in many items compared to the previous
year. Third-party evaluation also showed that the effectiveness of the Boardof Directors had steadily improved under the chair served by an external
director.

⨋ Appointment of Directors and Independence of External Officers

Environment

Foundation of Sustainability Management

1. Individual officers were interviewed and evaluated by a third party• All directors and auditors were individually interviewed by a third party, andthe results were analyzed and evaluated

We identified the skills we expect members of the Board of Directors to demonstratein light of the management strategy, and the Board of Directors is composed of diverse
members to ensure that all these skills are covered. At least one-third of the members
are independent external directors.
The Advisory Committee on Nomination and Remuneration considers candidates
for directors and submits the results to the Board of Directors for deliberation, while
the nomination of candidates for auditors is deliberated by the Board of Directors after
obtaining the prior consent of the Board of Company Auditors. Appointments are
finalized by a resolution at the general shareholders’ meeting. We have establishedstandards on the independence of external officers to raise the objectivity of theiroversight of management.

G

Independent
Officer

Position▍Overview of Effectiveness Assessment for FY2022

Futureinitiatives

S▍External Officers’ Terms in Office and Reasons for Selection⨋ Assessing the Effectiveness of the Board of Directors

Once a year, the Board of Directors is given the opportunity to verify its process
for deliberating proposals and identifying areas for improvement, to analyze andevaluate the effectiveness of the Board of Directors as a whole and to use the resultsfor improvements. In principle, this is done through a questionnaire, while once every
three years we conduct interviews with individual officers instead of a questionnaire.
Interviews were conducted in fiscal 2022, and a third-party evaluation confirmed thatthe effectiveness of the Board of Directors was being ensured.

Content

E*1 T wo to three fields of particularstrength were selected.
*2 Experience as head of anorganization, such as chairperson orpresident of a company, chairpersonof an organization, or president of auniversity.

⨋ Officer Remuneration

Sanki Engineering has established the Advisory Committee on Nomination andRemuneration under the Board of Directors, to nominate candidates for directors andto deliberate on remuneration. To strengthen the transparency and neutrality of thecommittee, we revised the composition in fiscal 2020, from a structure consisting of thepresident and external directors to one consisting of external directors only.
The remuneration for directors comprises, within the limits adopted by our generalshareholders’ meeting, of fixed remuneration, bonus, and restricted stock compensation.
We abolished the stock compensation-type stock option system and introduced a restricted
stock compensation system in fiscal 2022. Each fiscal year, we decide on amounts, with due
consideration for balancing each of the elements, in order to raise the level of motivation for
maximizing corporate value in tandem with the long-term interests of shareholders.

SANKI REPORT 2023

77︱Foundation of Sustainability Management ︱︱GovernanceCorporate Governance▍Elements and Procedures for Remuneration for Directors and Auditors (as of June 23, 2023)
Fixed
Remuneration

Bonus

Restricted Stock
Compensation

Directors (excluding
external directors)

◯

◯※1

◯

Category

◯

ー

◯

◯

ー

◯

External auditors

◯

ー

◯

Determined by the Board of
Directors following deliberationby the Advisory Committee on
Nomination and Remuneration
Determined through consultation
among auditors

Persons Receiving
Payment

Directors (external directors)

12 (5)

590 (89)

Auditors (external auditors)

6 (3)

101 (36)

SocialGovernance

Executives of the Sanki Engineering Group (as of June 23, 2023)⨋ Directors- President- Directors appointed by thepresident and committee
members as necessary•F ixed remuneration:
paid according to rank andscope of responsibilities• Bonus:
portion linked to performance
during the period

Hirokazu Ishida
Representative Director and President

Joined the Company in 1975. He has
many years of experience in the division
management of the Facilities Construction
Business and Sales Administration Division.
He assumed the post of representative
director and president in 2015 and has
served as representative director andchairman since 2020.

Joined the Company in 1983. He engaged in the
Facilities Construction Business for many years.
In 2018, he served in the key post of generalmanager of the Management Planning Office.
He was appointed representative director andpresident in 2020 and has devoted his efforts tostrengthen the management foundation andpromote the “Century 2025” long-term vision.

Eiji Mitsuishi

Masayuki Kudo

Director

Director

Joined the Company in 1972. He has many years ofexperience in operation and division managementof the Facilities Construction Business. Since 2017, hehas served as general manager of the Mechanical &Electrical Contracting Headquarters and has madea focused effort to promote work style reform andprevent industrial accidents at construction sites.
He also leads the Labor Safety, Health, Quality
Management & Environment Promotion Office.

Joined the Company in 1985. He gained
abundant experience as an engineer in the
Facilities Construction Business, including
many overseas assignments. He was appointed
general manager of the Facility Systems
Division in 2014 and general manager of the
Sustainability Promotion Division in 2022,
and has been devoting his efforts to promotesustainability.

•R estricted stockcompensation:
granted according to rank as along-term incentive*1 E xcluding non-operational executive
officers.
*2 The number of officers covered
includes one auditor who retired at
the conclusion of the 98th Annual
General Meeting of Shareholders on
June 23, 2022.

P. 84
Whistleblowing System

Corporate Governance• Ensuring the Reliability of Financial Reporting
The Internal Finance Control Committee meets four times a year to conduct our
financial reporting in accordance with the internal control framework stipulated by the
Financial Instruments Exchange Act of Japan. Moreover, we promote the establishment
and appropriate operation of an internal control system to safeguard the reliability of
our financial reporting by having the committee deliberate on the assessment andresponse with respect to the accounting risks within each department and Group
company. A report is produced in adherence with the internal control reporting system
to ensure that internal controls related to financial reporting are being exercised
effectively. In the report for fiscal 2022, accounting auditors expressed their opinion that
our financial reports were presented in an appropriate manner in terms of all material
aspects.

Composition of Officer
Remuneration

Tsutomu Hasegawa
Representative Director and Chairman

Governance• Basic Policy and Systems for Internal Controls
Under its Basic Policy on Internal Control System, Sanki Engineering is developing
and operating a system to ensure the legality, soundness, and transparency of its
operational execution. Moreover, we have established a whistleblowing system thatcomprises contact points for corporate ethics in general, dedicated contact points forreporting violations of the Anti-Monopoly Act, and a system for reporting to the fulltime auditor as efforts to stringently enforce compliance.
The Board of Directors makes decisions on matters stipulated in laws, regulations,and the Articles of Incorporation as well as on matters related to the execution ofoperations while also supervising to ensure the proper execution of operations. The
Management Meeting is held to ensure the effective execution of duties in accordancewith the rules for discussion and reporting. Moreover, for the free exchange of opinions,the Liaison Meeting of External Officers, consisting of external officers, is convened to
exchange necessary information and share awareness of such information.
To ensure effective auditing, the auditors attend important meetings, offer theiropinions as necessary, receive reports from accounting auditors and the Internal Audit
Office, instruct that this office investigate and report on its findings if needed, anddiscuss matters as required.
In addition, the full-time auditor serves as the auditor of Group companies
and seeks to ascertain the status of internal controls across the Group by regularly
exchanging opinions with the Internal Audit Office and Group company presidents,
receiving reports from the accounting auditors, and exchanging information.

SANKI REPORT 2023

Environment• Individuals who provide
explanations:

Total Payment (Millions of Yen)

⨋ Internal Controls

78•C ommittee (report):
all external directors

G•M
 eetings held in FY2022: 4▍Remuneration for Directors and Auditors*2 in FY2022
Category

Composition of the Advisory
Committee on Nomination andRemuneration

S

Foundation of Sustainability Management

External directors
Auditors (excluding
external auditors)

ProcedureE

Chief Financial Officer

Kazuaki Iijima

Yoshio Kawabe

Director

Director

Joined the Company in 1984. Engaged in researchand development and in energy conservationrelated businesses. Appointed general managerof the Technology Research Institute in 2016 andGeneral Manager of the R&D Center in 2018. He
has served as general manager of the Plants &Machinery Systems Headquarters since 2021,
contributing to the development of the machinery
systems business and environmental systems
business.

Joined the Company in 1984. He engaged inaccounting and finance-related operations
and the promotion of internal control. He has
also served as a manager responsible for theadministration departments, including generalaffairs and human resources. He currently serves
as general manager of the Accounting Division.
Since 2020, he has concurrently served as chief
financial officer and has focused his efforts on
capital and financial policies.

SANKI REPORT 2023

79︱Foundation of Sustainability Management ︱Governance︱Corporate Governance

E

S

G

Environment

SocialGovernanceIndependent External Director⨋ Directors

Independent External Director

Yukiteru Yamamoto
External Director
Served in positions including representative
director and president of Mitsui Life Insurance
Company Limited and executive member of the
Policy Board of the Japan Business Federation. He
was appointed external director of the Company
in June 2014 and has also chaired the Board of
Directors since 2020.

Shozo Fujita

Chair of the Advisory Committee
on Nomination and Remuneration

Kazuhiko Kashikura
External Director
Served as an executive officer of Sumitomo Mitsui
Banking Corporation and as chief executive of
its group companies. Since 2018, he has been an
external director of the Company.

External Auditor

Yutaka Atomi

Became a prosecutor in 1976 and registered as alawyer in 2011. He served in positions including
representative director and president of The
Resolution and Collection Corporation and as adirector serving as audit and supervisory committee
member of other companies. He was appointed
external auditor of the Company in 2018.

External AuditorLong involved in education and researchat a university, he served as dean of thefaculty of medicine at Kyorin University andlater president, and is currently its honorarypresident. He was appointed external auditorof the Company in 2019.

External Director

Toshiaki EgashiraAkihiko Matsuda

External Auditor

External Director

Has served in positions including president andchief executive officer of Mitsui Sumitomo Insurance
Company, Limited, and is currently its special advisor.
He was appointed external auditor of the Company
in 2019.

Served as an executive officer and advisor of Tokyo
Gas Co., Ltd. and managed several of its groupcompanies as a top executive. He was appointed
external director of the Company in 2021.

Corporate GovernanceHeld managerial positions in major departmentsof the Bank of Japan. He also served as an
executive officer at Chugai Pharmaceutical Co.,
Ltd., heading the IT Supervisory Division andpromoting social contribution activities. He wasappointed external director of the Company
in 2021.

Governance

Keiji Kono

▍Members of Each Meeting (FY2023) and Attendance (FY2022)
Board of Directors
Category

Tamami Umeda

NameChairperson

External Director
Served in positions such as director-general
counsellor for medical policy and mental healthcare, Ministry of Health, Labour and Welfare, anddirector-general of the Environmental Health
Department, Ministry of the Environment, andaccepted the post of visiting researcher at the
National Center for Global Health and Medicine in
2021. She was appointed external director of theCompany in 2022.

Directors

Chair of the Board of Company Auditors

Kazuo Saito
Full-time Auditor
Joined the Company in 1974. He engaged in
the technical field of the Facilities Construction
Business. He gained experience in department
management and served as the manager oftechnical administration departments in the Facilities
Construction Business. After serving as generalmanager of technical administration starting in 2014,
he was appointed full-time auditor in 2020.

80

SANKI REPORT 2023

Kunihiko Tachi
Full-time Auditor
Joined the Company in 1983. Spent many
years in the accounting and financial divisions.
Served as general manager of the Internal Audit
Department, CSR Promotion Division since 2013,
focusing on legal compliance and other areas. He
was appointed full-time auditor in 2022.

Auditors

Advisory Committee on
Nomination and Remuneration
Chairperson

Attendance/
No. of meetings

Board of Auditors
Chairperson

Attendance/
No. of meetings

Tsutomu Hasegawa

13/13

−

−

Hirokazu Ishida

13/13

−

−

Eiji Mitsuishi

13/13

−

−

Masayuki Kudo

13/13

−

−

Kazuaki Iijima

13/13

−

−

Yoshio Kawabe

12/13

−

−

13/13

4/4

−

4/4

−

Yukiteru Yamamoto⨋ Auditor

Attendance/
No. of meetings●

Foundation of Sustainability Management

Chair of the Board of Directors●

Kazuhiko Kashikura

13/13

Keiji Kono

13/13

4/4

−

Akihiko Matsuda

13/13

4/4

−

Tamami Umeda

11/11

2/2

−

Kazuo Saito

13/13

−

Kunihiko Tachi

11/11

−

6/6

Shozo Fujita

13/13

−

8/8

Yutaka Atomi

12/13

−

8/8

Toshiaki Egashira

13/13

−

8/8

●

8/8

SANKI REPORT 2023

81