Last Update: December 24, 2021
Company Name: MIRAIT Holdings Corporation
Representative: Toshiki Nakayama, President and CEO
Exchange Code: 1417
Stock Exchange Listing: TSE 1st Section
Phone: +81-3-6807-3124

Corporate Governance Report
The status of Company's corporate governance is as follows.
I. Basic Approach to Corporate Governance
1. Basic Approach
The Company recognizes the importance of management as a company with social responsibilities, implements
organizational structures and mechanisms for ensuring transparency and fairness in decision making, and positions
the creation of relationships of trust with all stakeholders including shareholders to be one of the most important
issues in management. For this reason, the Company aims to enhance corporate value and achieve sustained growththrough the implementation and constant improvement of the following Corporate Governance Code.
[Reason for not Implementing the Principles of the Corporate Governance Code]
The Company has implemented all the principles of the Corporate Governance Code revised in June 2021.
(Including principles for the prime market that will be applicable from April 2022 onward)[Disclosure Based on the Principles of the Corporate Governance Code]◆ Establishing an environment for electronic exercise of voting rights [Supplementary Principle 1-2-4]
The Company has been adopting the electronic voting platform for institutional investors operated by ICJ, Inc.
since the 1st Ordinary General Meeting of Shareholders held on June 28, 2011.
The Company is in the process translating the convocation notice into English, and is enhancing efforts tofacilitate the exercise of voting rights by overseas investors.
◆ Strategic shareholdings (Principle 1-4)
1. Standard of and Approach to Classification of Shares for Investment
If the purpose of investment is:(1) maintaining or strengthening business relationships with the Company in which shares are held;(2) maintaining or strengthening cooperative relationships for the promotion of alliance operations; or(3) coordination for efficient construction work, etc.,
the Group classifies such investments as strategic shareholdings. Investments made for other purposes areclassified as pure investments.
2. Method of examining the policy on cross-shareholdings and the rationality of shareholdings, and details of
examination on whether the holding of specific shares is appropriate by the Board of Directors, etc.
(1) Policy on holding shares
The Group holds shares when it is thought that holding the shares of a business partner will lead to theimprovement of the Group’s corporate value or the interests of shareholders. The Company checks theobjectives of shareholding and the state of trading, and gradually reduces shares for which the meaning ofshareholding is found to have diminished through quantitative and qualitative verification, by their sale, etc.
(2) Method of examining the rationality of shareholdings
The Group performs quantitative and qualitative examination of the medium- to long-term economic
rationality and future outlook of strategic shareholdings based on factors such as the risks and returns.
(3) Details of examination on whether the holding of specific shares is appropriate by the Board of Directors,
etc.

The strategic shareholdings held by the Group are subject to investigation of the purpose of holding the sharesand the status of transactions. Once every year, the Board of Directors performs quantitative and qualitative
examination of each issue regarding whether the risks and returns are commensurate with the capital cost, thepurpose of holding the shares and future business trends, etc. to determine whether holding the shares isappropriate.
Shares which are thought to have “little meaning to be held” as a result of a review are sold as needed whileconsidering factors such as the share price. Furthermore, the strategic shareholdings of the Group as a whole
and the condition of the reduction thereof are managed through annual reviews.
In FY2020, 18 stocks were sold in accordance with the above policy.
3. When exercising voting rights for shares it holds, the Company checks each proposal and makes
comprehensive decisions based on whether they contribute to the enhancement of the Group’s medium- tolong-term corporate value through dialogue with the company (department) in control of transactions with thebusiness partner and verification of the Company’s Strategy Division.
◆ Responses to intentions to sell cross-shareholdings (Supplementary Principle 1-4-1)
When a company that holds the Company’s shares indicates that it intends to sell its shares, the Company does
not hinder the sale.
◆ Transactions with cross-shareholders (Supplementary Principle 1-4-2)
The Company does not engage in transactions with cross-shareholders which are not economically rational.
◆ Related party transactions (Principle 1-7)
The Company requires that competing transactions and transactions in conflict of interest by directors aredeliberated and resolved by the Board of Directors, and reports on the status of transactions are periodically madeto the Board of Directors.
Board members are required to submit a “Confirmation of Related Parties” to ascertain whether there are anytransactions with related parties such as the board members themselves, their close relatives, organizations they
represent and organizations in which they hold a majority of voting rights.
The Board of Directors receives reports on transactions with major shareholders periodically and as required,and provides supervision to ensure the common interests of shareholders are not harmed.
◆ Ensuring internal diversity including promotion of activities of women [Supplementary Principle 2-4-1]
In order for the Company to fulfill the social responsibilities as a company and attain sustainable growth anddevelopment, the Company considers that it is important to recruit diverse human resources, including mid-carriers
with various work histories, regardless of gender or nationality. In order to utilize diverse perspectives and sensesof value in corporate management, the Company has set up a specialized organization to promote diversity, and isboosting efforts such as establishing a work environment to maximize the characteristics and abilities of eachworker and training of the management staff. In particular, the Company recognizes that promoting activities ofwomen is indispensable, and in order to increase the ratio of female employees in the Group, the Company has set
up a goal that the ratio of females among new graduates hired by operating companies shall be 30%, and the ratioof females in managerial positions shall be increased (an increase of 30% compared with April 2020), and is
involved in boosting an action plan to enhance promotion of women to managerial positions, as well as inenhancing an institutional support such as a telecommuting system and a childcare leave system that meets at least
the legal requirements. The Company strives to expand the range of occupations in which diverse human resources
can be successful.
◆ Exhibiting functions as a corporate pension asset owner (Principle 2-6)
With regard to the corporate pension plan, in addition to the defined benefit pension (contract-type) corporate
pension plans in MIRAIT Corporation and MIRAIT Technologies Corporation, the “MIRAIT Group Defined
Benefit Corporate Pension Plan” (MIRAIT Group DB) was implemented in October 2020 and is being managed asa federated defined benefit pension plan in order to integrally manage for the Group the defined benefit corporate
pension plans of SOLCOM Co., Ltd. and Sikokutsuken Corporation, which were two of the three companies that
underwent management integration in FY2018. (Note) TTK Co., Ltd. has implemented a defined contribution
corporate pension plan, and does not have a defined benefit corporate pension plan.
With regard to its operation, a governance system has been established by establishing the the Pension Committee

made up of the members such as officers in charge of personnel affairs and finance at MIRAIT Holdings
Corporation in addition to the officers or general managers in charge of personnel and general affairs and financein operating companies and employee representatives. The Pension Committee conducts asset and liability
management (ALM), has established the appropriate composition of strategic assets in the “Basic Policy on
Management of Pension Assets” based on basic approach of long-term investment with acceptable risk, andconducts monitoring of the state of management each quarter while obtaining information as appropriate from themaster trustee company as an external expert to ensure appropriate management of pension assets.
Furthermore, appropriate personnel have been assigned in MIRAIT Holdings Corporation to serve as the
personnel responsible for pensions, and efforts are being made to develop personnel by providing opportunities tolearn and appropriately update specialized knowledge by dispatching them to external seminars on corporate
pensions and through workshops conducted by external experts.
As reducing retirement benefit obligations will reduce the impact of managing a corporate pension on thecompany’s finances, new defined contribution pension plans have been introduced in SOLCOM CO., Ltd. and
Sikokutsuken Corporation to coincide with the implementation of the defined benefit system in the MIRAITGroup, and have been added to the same MIRAIT Group Defined Contribution Pension Plan as the existing
defined contribution pension plans of MIRAIT Corporation and MIRAIT Technologies Corporation and aremanaged on the same platform.
◆ Company objectives, business strategies and business plans (Principle 3-1-1)
The Company has established its management philosophy as follows, and aims to be a leading Japanese
corporation as a “Comprehensive Engineering & Services Company.”[Management philosophy]
1. Strive to be a leading Japanese corporation that realizes the highest levels of customer satisfaction and trust as a"Comprehensive Engineering & Services Company" that continually creates new value centered on the field of
information and telecommunications.
2. Contribute to the realization of an enriched and comfortable society by placing value on safety and quality andoffering the highest level of services.
3. Continue to be an enterprise that coexists and mutually prospers with people and society as a company that
fulfils its corporate social responsibility and always respects human beings.
[Management plan]
In order to respond to changes in the business environment, achieve the enhancement of corporate value as a“Comprehensive Engineering & Service Company” and achieve sustained growth, the Group believes it isnecessary to improve efficiency of management and further increase the productivity of existing businesses, while
expanding and strengthening the competitiveness of new businesses (“frontier domains”) in the medium to longterm.
To achieve this, the Group has established its 4th three-year medium-term management plan starting in FY2019.
[Overview of New Mid-term Plan]
1. Key Initiatives(1) Generating new business opportunities- Support regional development by leveraging the expanded regional coverage achieved throughmanagement integration- Facing the challenge of new business opportunities transcending the conventional framework of businessareas and technologies(2) Acceleration of transformation of business structure- Acceleration of transformation from carrier business to solution business- Promotion of transformation of quality in solution business (emphasis on profit)(3) Improvement of productivity and streamlining of business operation costs- Ensuring operation of construction work through stronger ties with partner companies- Sharing of systems and consolidation of common operations(4) Strengthening of human resources- Improvement of productivity and securing of human resources through work style reforms- Strengthening and utilization of human resources supporting expansion into new business domains andtransformation of business(5) Promotion of ESG management and improvement of safety and quality

- Accurately perceiving business in terms of both risk and opportunity from the perspective of strengthening
ESG- Establishment of the MIRAIT Group brand responding to customers’ needs for peace of mind andreliability in “improvement of safety and quality”(6) Capital policy- Maintaining a sound financial standing- Management conscious of capital cost
- Shareholder returns to be considered with the objective of achieving ROE of more than 8%.
2. Targeted Management Benchmarks
The Group has established net sales, operating income, operating margin and ROE (return on equity) as
objective benchmarks (KPIs) for determining the level of achievement of management targets in its 4th threeyear medium-term management plan. The targets for FY2021 are net sales of 450 billion yen, operating incomeof 27.0 billion yen, operating margin of 6.0% and ROE of 8% or higher. However, all numerical targets wereachieved ahead of schedule in FY2020, which is the second year of the plan, and targets for FY2021 were set
to steadily exceed performance of the previous year, at net sales of 470 billion yen, operating income of 30.5
billion yen and operating margin of 6.5%.
The reason these KPIs have been adopted is because of the recognition that they are important indicators forall stakeholders including shareholders to understand the Group’s management policies and management
strategies, in addition to enabling the evaluation of their progress and feasibility.
Operating income and ROE have also been adopted as indicators for the calculation of points granted in the
Board Benefit Trust performance-linked stock compensation scheme it has implemented to raise awareness ofthe contributions to performance of Group companies and enhancement of corporate value.
(Note) These figures for these KPIS are based on reasonable judgments according to circumstances, etc. thatcan be forecast as of the date of the submission of this report, and do not constitute a guarantee of theirachievement.
◆ Basic views and guidelines on corporate governance (Principle 3-1-2)
The Company recognizes that the realization of effective corporate governance is essential for the creation ofrelationships of trust with stakeholders. To this end, the Company will increase the effectiveness of corporate
governance by:
1. Ensuring the rights and equality, etc. of shareholders;
2. Appropriately collaborating with stakeholders other than shareholders;
3. Ensuring appropriate disclosure and transparency;
4. Performance of responsibilities of the Board of Directors, etc.; and5. Dialogue with shareholders.
Furthermore, the Charter of Corporate Ethics has been established as the basic policy of corporate ethics and a
specific code of conduct, and is published on the Company's website (https://www.mirait.co.jp/en)◆ Board policies and procedures in determining the remuneration of the senior management and directors(Principle 3-1-3)
These are stated in “II. Status of Corporate Management Organizations and Other Corporate Governance Systems
Related to Management Decisions, Execution and Supervision 1. Matters Pertaining to Organization Composition
and Organization Management, etc. [Directors' Remuneration]”.
◆ Policies and procedures in the appointment of directors and corporate auditors, and explanations of
nominations (Principles 3-1-4 and 3-1-5)
When nominating candidates for director and corporate auditor, the Company selects a wide variety of candidates
from inside and outside the Company, consults with the Nomination and Compensation Committee chaired by anindependent outside director and decides in the Board of Directors the candidates who have excellent character andknowledge along with a high level of management capability based on the committee’s responses.
In particular, independent outside directors are nominated based on their ability to fulfill their roles andresponsibilities from an expert and objective perspective, such as having abundant experience and knowledge intheir respective fields, and providing advice and supervision from the perspective of medium- to long-term
enhancement of corporate value. Moreover, independent outside corporate auditors are nominated based on theirability to increase transparency of the Board of Directors and enhance corporate value by appropriately monitoring
the state of compliance with laws, regulations and the Articles of Incorporation regarding management decisionsand execution of operations by directors with abundant experience and knowledge in their respective fields.
The reasons for the election of the individual directors and corporate auditors are described below in the “Noticeof the General Meeting of Shareholders.”◆ Promotion of disclosure in English [Supplementary Principle 3-1-2]
The Company has translated into English: the financial statements, convocation notices (abstract translations),
integrated reports, corporate governance reports, IR materials, video distribution of financial results briefings,
timely disclosure materials and the like. The Company strives to provide important information in English tooverseas institutional investors and shareholders in a timely manner.
The Company strives to provide a wider range of information disclosure of materials translated into English, byutilizing TD-net and the Company’s website (https://www.mirait.co.jp/en). Additionally, the Company carries out
overseas IRs in North America, Europe, and Asia more than once a year.
◆ Enhancement of sustainability information disclosure [Supplementary Principle 3-1-3]
The MIRAIT Group has been building communication and electrical infrastructure foundations such as 5G
facility establishment, EV station construction, and renewable energy business, by taking advantage of on-site andtechnical forces that the Company has cultivated so far.
The Company strives to solve customer, social, and environmental issues through the operations of the Group.
The Group has established the “ESG Management Promotion Committee” with an aim to improve the corporate
value toward contribution to SDGs and sustainable growth and has been formulating strategies and solving
challenges related to ESG management in general. Full discussion has been made at the committee, inconsideration of customer and employee questionnaires, opinions from stakeholders, important social issues
extracted from international guidelines regarding social responsibilities, and so on. The materiality has been foundafter deliberation by the management meeting and the Board of Directors.
The Group is a company that is based around working staff, and exists by virtue of daily work of employees andcollaborators of the Company. As well as boosting “safety management” to protect the safety of employees andcollaborators and “health management” to protect their physical and mental health. Through efforts to nurture
human resources by way of “smart work and work style reform while coexisting with coronavirus” and a new inhouse university “Mirai College” to be established in the Company, the human-centered management will be
carried forward. Please visit the Company’s website for the above specific efforts.
(Integrated report: https://www.mirait.co.jp/en/)
In October 2021, the Group expressed approval for the TCFD proposal and has started to examine collection ofenvironmental data of the entire value chain. In the future, the Company will reflect possible risks andopportunities of climate changes for the Company’s business on the corporate management strategy, disclose
proper non-financial indicators, strive toward decarbonization, and contribute to the society as a whole, including
solution to environmental problems in general, through the Company’s business.
The Company will continuously enhance information disclosure in accordance with a variety of guidance of
TCFD, and will post any information on the Company’s website as required.
◆ Overview of scope of the matters delegated to the management (Supplementary Principle 4-1-1)
The Company has established a Board of Directors as an organ for making decisions and supervising
management, a Group Presidents’ Council and an Executive Committee as a system for executing business.
The Board of Directors makes decisions on group management policies and other important matters, in addition
to matters specified by laws, regulations and the articles of incorporation, while also overseeing the execution ofduties of directors by receiving periodic reports from directors on the status of the execution of their duties.
The Group Presidents’ Council and the Executive Committee are chaired by the president, and made up of fulltime directors and others nominated by the president. In addition to playing a role as an organ for deliberating
important matters concerning the management strategies and execution of business of the Company and group, itsummarizes and discusses topics in advance to ensure active discussion in meetings of the Board of Directors.
Corporate auditors also attend as observers to swiftly detecting and addressing issues and problems. Executive
officers are responsible for the execution of business in the divisions they oversee.
◆ Proactive engagement by the Chief Executive Officer, etc. in the establishment and implementation of thesuccessor plan and planned development of successor candidates (Supplementary Principle 4-1-3)
The planning and development of successors to management executives such as the Chief Executive Officer are
carried out appropriately based on the Company’s management philosophy and management strategy. The
Nomination and Compensation Committee chaired by an independent outside director is consulted on the election

of the Chief Executive Officer, and the Board of Directors passes a resolution on this based on the committee’s
responses.
◆ Establishing risk management system [Supplementary principle 4-3-4]
The Board of Directors Rules stipulates on internal audits that the Board of Directors resolves the annual businessaudit plan and the scope of internal control of J-SOX, and reports the results of business audits and theeffectiveness evaluation of internal control.
Further, by holding the Compliance Committee and Risk Management Committee chaired by the President andCEO twice a year, the Company has provided a system to manage and share risks for the entire MIRAIT HoldingsGroup, including each operating company.
The Company considers that the helpline plays an important role in nurturing a sound corporate culture andobtaining social trust as a company. Major companies are striving to improve the helpline to enhance the function
to detect a fraud. Three contacts have been set up, that is, the "Compliance Comment Box" for consultations oncompliance cases, the "Ask Anything Consultation Room" for accepting any consultation, and the external
consultation desk carried out by lawyer’s offices, so as to allow a person asking for advice to make a choice inaccordance with his/her wishes. The Company is operating to satisfy the purpose of the Whistleblower Protection
Act, including reception of anonymous consultations and protection of consulters.
The Board of Directors is regularly held once a month in principle. Matters stipulated by laws and regulations or
the Articles of Incorporation as well as important management issues are resolved and reported in accordance with
relevant laws and regulations, the business decision rules, and the duty of care of a good manager.
Even under the influence of the new coronavirus, the WEB conference system is used to hold the meeting remotelyfrom the viewpoint of risk management. Assuming a situation that require urgent action, the Company has clarified
the rules by maintaining the provisions of the Board of Directors Rules.
◆ Roles and responsibilities of corporate auditors and board of corporate auditors [Principle 4-4]
The board of corporate auditors is composed of four corporate auditors (including two external corporate
auditors), and each corporate auditor plays the role of auditing, and carries out responsibilities to audit theexecution of duties of directors from an independent and objective position, taking into account fiduciary duty toshareholders, and actively and proactively exercises their authority, and gives proper opinions to the Board of
Directors and the Management.
Each corporate auditor regularly exchanging opinions and information with the president and CEO, accounting
auditor, and internal control department, and holds a meeting with directors of major subsidiaries and corporate
auditors and the like as required, thereby effectively carrying out audits of a corporate auditor.
◆ Effective Use of Independent Outside Directors (Principle 4-8)
The Company has elected several independent outside directors since it was established in 2010 with the
expectation that they will provide advice on promotion of sustained growth of the Company and enhance corporate
value in the medium- to long-term, in addition to presenting opinions based on comments from stakeholders suchas shareholders in meetings of the Board of Directors. Currently, there are three independent outside directors outof 11 directors in the Company as of the end of the 2021 Ordinary General Meeting of Shareholders. Opinionsfrom those independent outside directors from an objective and independent position can be reflected in thecorporate management.
The independent outside directors have a good rate of attendance to meetings of the Board of Directors, and they
make active comments on management policies and management improvements in addition to supervising
management based on their respective knowledge, adequately fulfilling the roles expected of them by theCompany.
The Company is scheduled to absorb and merge the affiliated companies MIRAIT Corporation and MIRAITTechnologies Corporation with the Company as the surviving entity in July 2022. The new integrated company
will be a company with an audit and supervisory committee. The Company will increase the number of
independent outside directors and appoint independent outside directors that account for at least one-third of all the
directors.
◆ Independence standards and qualifications of independent outside directors (Principle 4-9)
See “1. Matters Pertaining to Organization Composition and Organization Management, etc. [Independent
Directors]” in “II. Status of Corporate Management Organizations and Other Corporate Governance Systems
Related to Management Decisions, Execution and Supervision” for information on independence standards in the
Company.

◆ Establishment and utilization of Nomination and Compensation Committee [Supplementary Principle 4-10-1]
Among 11 directors of the Company, three are independent outside directors (including one female), which
members do not reach the majority of the board of directors, but the composition of the directors considers theknowledge, experience, abilities, diversity and skills of independent outside directors. Each independent outside
director has a high level of expertise and experience, and the Company had secured a system for strengthening thesupervisory function and advice, such as opinions based on their carriers, from the viewpoint of improving the
medium-to-long-term corporate value.
The Nomination and Compensation Committee has been set up as an independent optional organization, chairedby an independent outside director and consisting of four members, that is, three independent outside directors andthe president and CEO. The majority of the committee members are independent outside directors, so that thecommittee is fully independent.
The committee receives inquiries as to matters related to proposals of the general meeting of shareholders for theappointment and dismissal of directors, matters related to the executive compensation system, and the like. The
committee submits a report for discussions of the proposal at the Board of Directors, which resolves the above
matters based on the report.
◆ Prerequisites for ensuring the effectiveness of the Board of Directors and the board of corporate auditors[Principle 4-11]
The Board of Directors is composed of 11 directors (10 males and one female) and four corporate auditors (threemales and one female) including three outside directors at the Ordinary General Meeting of Shareholders at the endof 2021. (Please refer to Supplementary Principle 4-11-1 for the concept of the composition of the Board of
Directors.)
The Company has appointed persons who have appropriate experience and ability and necessary knowledge offinance, accounting and legal affairs as corporate auditors. In particular, the Company has appointed two people
who have sufficient knowledge of finance and accounting.
The Company evaluates the effectiveness of the Board of Directors every year to confirm its effectiveness isguaranteed so as to continuously improve the functions. (For details, please refer to Supplementary Principle 4-113)◆ Composition of Board of Directors balancing diversity including gender and international experience, etc. withappropriate size (Supplementary Principle 4-11-1)
The Company gives consideration to a balance of personnel in the composition of the Board of Directors, andelects directors with abundant experience and excellent knowledge in their respective fields of management
strategy, global strategy, finance and human resources as a holding company overseeing a variety of areas ofbusiness.
Furthermore, independent outside directors participate in the Board of Directors with outside perspectives ofpeople with years of practical experience in corporate management, experts in business law and finance, andacademic experts, ensuring transparency and leading to the enhancement of corporate value.
The Company has made the Board of Directors an effective and efficient framework by enabling sufficient
functionality for a holding company and having certain officers concurrently serve on the boards of major
subsidiaries.
The Company has appointed two women as officers including one director and one corporate auditor.

◆ State of concurrent positions of outside directors and outside corporate auditors(Supplementary Principle 4-11-2)
The positions concurrently held by the Company's outside officers in listed companies are as follows.
- Outside director Chiharu Baba also serves as an outside director, chairperson of audit committee of Resona
Holdings, Inc. which are listed on the First Section of the Tokyo Stock Exchange.
- Outside director Mayumi Yamamoto also serves as outside corporate auditor of Morinaga Milk Industry Co.,
Ltd., and outside director of JCU Corporation which is listed on the First Section of the Tokyo Stock
Exchange.
- Outside corporate auditor Chiaki Katsumaru (Ishikawa) also serves as an outside corporate auditor of Anabuki
Kosan Inc., which is listed on the First Section of the Tokyo Stock Exchange.
◆ Disclosure of the results of analysis and evaluation of the effectiveness of the Board of Directors as a whole(Supplementary Principle 4-11-3)
The Company endeavors to conduct sound and efficient management by checking the execution of duties of
directors in meetings of the Board of Directors, such as compliance with laws and regulations, risk management,
sharing of information, and the speed of resolution of issues.
Furthermore, once per year, all directors and corporate auditors have conducted self-evaluations concerning theeffectiveness of the Board of Directors to improve the function of the Board of Directors as a whole, and to share acommon awareness concerning the intended direction of the Company’s corporate governance.
Specifically, the self-evaluations were performed in the form of an anonymous survey enabling the hearing ofunreserved opinions on the composition of the Board of Directors, the state of operation of the Board of Directors,
the responsibilities and functions of the Board of Directors and the state of the Board of Directors from theperspective of outside directors and corporate auditors. The survey was collected by an external law firm with an
obligation of confidentiality, and the collected survey content was analyzed by a third-party organization Based on
the results of the analysis, the Company’s Board of Directors obtained good results when it examined andevaluated the current state, and also continued to discuss the issues related to the Board of Directors.

In the survey, the opinion was expressed that deeper discussion should be conducted on the desired form of the
new company after management integration scheduled for early in FY2022, matters related to the frame work of
the new company such as the corporate philosophy, the long-term direction of the Group as a whole and thegovernance structure, and further enhancement of the risk management system and operating aspects assuming an
increase in Group companies and the new company, and efforts will be made to conduct more in-depth discussion
and continually maintain and enhance the effectiveness of the Board of Directors through discussion of medium- tolong-term management strategies and management issues in the “Deliberation Forum” established in FY2017 as aplace for members of the Board of Directors to freely exchange opinions.
Outside directors and outside corporate auditors are given opportunities to tour the offices of operating companies
and construction sites as appropriate to provide a deeper understanding of the Company’s business details andcurrent condition.
◆ Collaboration between the Internal Audit Department and Directors/Corporate Auditors [Supplementary
Principle 4-13-3]
Internal audits are stipulated in the Rules on the Board of Directors, and the Board of Directors resolves theannual business audit plan and the scope of internal control of J-SOX. The results of business audits and the resultsof evaluation of the effectiveness of internal control are reported. To the corporate auditors, the internal audit
department directly reports the audit results and receives various advice, so that there is a close collaboration
between them. By way of these mechanisms, the Company can conduct audits and the like based on the
instructions of outside directors and outside corporate auditors, and provide necessary information at right timing.
Each operating company has the same rules as the MIRAIT Holdings, and a system has been established whereby
the board of directors resolves an annual business audit plan for the entire group and reports the business audit
results to the board of directors and the corporate auditors.
◆ Training Policy for Directors and Corporate auditors (Supplementary Principle 4-14-2)
The Company periodically conducts officer training for directors and corporate auditors to provide a deeper
understanding of their roles and legal responsibilities, etc. The training spans basic topics such as corporate
governance, insider trading and the Construction Industry Act, in addition to case studies on corporate scandals andincidents.
Furthermore, outside directors and outside corporate auditors are given opportunities to tour the offices ofoperating companies and construction sites as appropriate to provide a deeper understanding of the Company’sbusiness details and current condition.
◆ Policy for constructive dialogue with shareholders (Principle 5-1)
1. Director responsible for overseeing dialogue with shareholders
The Company positions dialogue with shareholders and investors (“IR activities”) as a means to ensure
appropriate corporate valuation and trust, and contribute to sustained growth and medium- to long-term
enhancement of corporate value, and continually implements such IR activities.
IR activities are supervised by the Director and General Manager of the Finance and Accounting Department.
The Investor Relations Office, which is the responsible department, endeavors to provide timely and appropriate
disclosure of information in accordance with the “Disclosure Policy” published elsewhere. Individual interviews
with shareholders/investors are carried out by a person in charge where possible, but to the reasonable extent,
directors including outside directors, and corporate Auditors, may attend the interviews in consideration of theinterests of shareholders/investors, and so on.
Furthermore, in principle, the CEO directly provides explanations at the earnings briefings held twice each year
and the overseas IR meetings held several times each year.
2. Cooperation between internal departments
The Company has created a “timely disclosure system” and is making an effort to provide timely andappropriate disclosure of important information through cooperation between departments to ensure IR activities
are constructive and meaningful. In addition, the Public Relations Office also cooperates to actively disclose awide range of information by utilizing the Company's website in addition to TDnet and EDINET. Meetings
between the CEO, the Finance and Accounting Department, the Strategy Department and personnel responsible
for each business are conducted on numerous occasions to review the materials used in IR activities such as
earnings briefings, in an effort to provide materials that are easy to understand and useful for shareholders andinvestors.

3. Increasing opportunities for dialogue aside from individual meetings
The Company holds two earnings briefings each year (for the 2nd and 4th quarters) for analysts and institutional
investors. Videos of the earnings briefings are provided on the website, etc. The Company endeavors to provide
important information to overseas institutional investors in English in a timely manner.
The Company also sends the “MIRAIT Report” summarizing the Company's performance and topics to allshareholders twice each year.
Materials disclosed by the Company are published on the Company's website (https://www.mirait.co.jp/en).
In addition, online company briefings are held for individual investors, and the company also participates inbriefings hosted by securities companies and other events as needed to explain the Company’s businessperformance, etc.
4. Feedback of shareholders’ views and concerns
The Company periodically reports to directors, senior management and other relevant personnel in the Group oncomments and concerns received from shareholders and investors using IR reports prepared by the Investor
Relations Office, and also implements appropriate feedback as required on the results of overseas investor
relations.
5. Measures to control insider information when engaging in dialogue
The Company has established “Rules on the Regulation of Insider Trading” and conducts appropriate
management of information in accordance with these rules if insider information is possessed when meetingwith shareholders and investors to prevent such information from being communicated. In addition, there is a
two-week quiet period before the announcement of earnings (including quarterly earnings) to prevent
information on earnings being leaked, and no comments on earnings or responses to inquiries are provided
during this period. However, if it is found that a difference compared with the performance forecast arisingduring the quiet period is a fluctuation subject to timely disclosure rules, the information is disclosed
appropriately.
◆ Establishing and disclosing business strategies and business plans (Principle 5-2)
The Company already bases all of its decisions and actions in the establishment of Mid-term Management Plans,judgements on strategic investment and evaluations of fiscal year-end financial results on understanding andconsideration of the Company’s capital cost, and will continue to endeavor to determine and verify management
policies and strategies conscious of capital cost.
◆ Clarification of the status of the business portfolio [Supplementary Principle 5-2-1]
The basic policy regarding the business portfolio and the status of the review of the business portfolio are carriedin the medium-term management plan (fiscal term ending March 2022). Please visit the Company’s website(https://www.mirait.co.jp/en/).
2. Capital Structure
Percentage of Foreign Shareholders

20% to less than 30%[Status of Major Shareholders]Name/ Company Name
Custody Bank of Japan, Ltd. (trust account)
The Master Trust Bank of Japan, Ltd. (trust account)
Sumitomo Electric Industries, Ltd
GOVERNMENT OF NORWAY
Sumitomo Densetsu Co., Ltd.
MIRAIT Holdings Employee's Stock Option Plan
Custody Bank of Japan, Ltd. (trust account 5)
Custody Bank of Japan, Ltd. (trust account 9)
STATE STREET BANK AND TRUST COMPANY 505001
Mizuho Bank, Ltd.

Number of Shares
Owned
10,936,300
9,557,300
3,668,725
2,504,381
2,488,640
1,930,383
1,443,900
1,385,100
1,317,741
1,300,508

Percentage
(%)
10.74
9.38
3.60
2.46
2.44
1.90
1.42
1.36
1.29
1.28

Controlling Shareholder (Except for Parent Company)―

Parent Company

None

Supplementary Explanation
・The status of major shareholders as of March 31, 2021 is shown below.
・The ratio of the number of shares owned is calculated by deducting 6,482,718 treasury stocks.
・While the large shareholding report (change report) that was made available for public inspection on October22, 2020 describes that NOMURA INTERNATIONAL PLC and its co-owners own the following shares as of
October 15, 2020, the number of actually owned shares as of March 31, 2021 cannot be confirmed, so that the
number of the following shares is not included in the status of the above major shareholders. The details of thelarge shareholding report (change report) are as follows.
Name/ Company Name
NOMURA INTERNATIONAL PLC
NOMURA SECURITIES INTERNATIONAL, Inc.
Nomura Asset Management Co., Ltd.

Number of Shares
Owned
353,194
0
4,527,400

Percentage
(%)
0.33
0.00
4.18

・While the large shareholding report (change report) that was made available for public inspection on February
4, 2021, describes that Sumitomo Mitsui Trust Bank, Limited and its co-owners have the following shares as ofJanuary 29, 2021, the number of actually owned shares as of March 31, 2021 cannot be confirmed, so that the
number of the following shares is not included in the status of the above major shareholders. The details of thelarge shareholding report (change report) are as follows.
Name/ Company Name
Sumitomo Mitsui Trust Bank, Limited
Sumitomo Mitsui Trust Asset Management Co., Ltd.
Nikko Asset Management Co., Ltd.

Number of Shares
Owned
210,300
4,439,250
2,166,800

Percentage
(%)
0.19
4.10
2.00

・While the large shareholding report (change report) that was made available for public inspection on March
22, 2021 describes that Leos Capital Works Inc. owns the following shares as of March 15, 2021, the number ofactually owned shares as of March 31, 2021 cannot be confirmed, so that the number of the following shares is
not included in the status of the above major shareholders. The details of the large shareholding report (changereport) are as follows.
Name/ Company Name
Rheos Capital Works Inc.

Number of Shares
Owned
5,273,300

Percentage
(%)
4.87

・While the large shareholding report (change report) that was made available for public inspection on April 7,
2021 describes that Mizuho Bank, Ltd. and its co-owners have the following shares as of March 31, 2021, thenumber of actually owned shares as of March 31, 2021 cannot be confirmed, so that the number of the following
shares is not included in the status of the above major shareholders. The details of the large shareholding report(change report) are as follows.
Name/ Company Name
Mizuho Bank, Ltd.
Mizuho Securities Co., Ltd.
Mizuho Trust & Banking Co., Ltd.
Asset Management One Co., Ltd.
Asset Management One International Ltd.

Number of Shares
Owned
1,300,508
272,490
962,300
5,840,000
332,300

Percentage
(%)
1.20
0.25
0.89
5.39
0.31

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange , First Section,

Fiscal Year End

MarchType of Business

Construction

Number of Employees ( Consolidated) as of
the End of the Previous Fiscal YearSales ( Consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal Year

More than 1,000
100 billion yen to less than 1 trillion yen
50 to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder―
5. Other Special Circumstances Which May Have a Material Impact on Corporate Governance―

II. Status of Corporate Management Organizations and Other Corporate Governance Systems Related toManagement Decisions, Execution and Supervision
1. Matters Pertaining to Organization Composition and Organization Management, etc.
Structure of Organization

Company with corporate auditors[Directors]
Maximum Number of Directors
Stipulated in
Articles of Incorporation
Term of Office Stipulated in Articles
of Incorporation

11
2 Years

Chairperson of the Board

President

Number of Directors

11

Appointment of Outside Directors

Appointed

Number of Outside Directors

3

Number of Independent Directors

3Outside Director’s Relationship with the Company (1)NameAttributeaRelationship with the Company*b c d e f g h i j△
BABA Chiharu
From other company
YAMAMOTO Mayumi
LawyerKAWARATANI Shinichi
From other company*Selection items regarding the relationship with the Company*When the person corresponds to an item currently or recently, add an open circle (○); when he/shecorresponded to the item previously, add an open triangle (△).
*When a close relative corresponds to an item currently or recently, add a solid circle (●); when he/shekcorresponded to the item previously, add a solid triangle (▲).
a Business executor of a listed company or its subsidiaryb Business executor or non-business executive director of the parent company of a listed companyc Business executor of a brother company of a listed company
d A person whose main business partner is a listed company or its business executore Major business partners of a listed company or its business executors
f Consultants, accounting professionals, or legal professionals who obtain a large amount of money or otherassets from a listed company in addition to officer’s renumerationg Major shareholder of a listed company (when the major shareholder is a corporation, the business executor of
the corporation)h Business executor (the person only) of a listed company's business partner (those that do not fall under any ofd, e, and f)
i Business executor (the person only) of a party with which there is a mutual appointment of outside directors
j Business executor (the person only) of a party to which a listed company makes a donationk Other
Outside Director’s Relationship with the Company (2)
Name
BABA
Chiharu

YAMAMOTO
MayumiIndependent
Officer○

Supplementary Explanationof Compliant Items- Former Deputy President
and Representative Directorof Mizuho Trust & Banking
Co., Ltd. (until 2007)○―

Reason for Election
He has abundant corporate management
experience and extensive knowledge offinancial accounting, risk management andmanagement in general, and has fulfilled hisrole as an outside director. His insight andknowledge are suitable for the supervision ofmanagement, and he has been nominated for
re-election as outside director to improvetransparency of the Board of Directors andstrengthen its supervisory functions.
Furthermore, he is expected to fulfill the roleof improving governance of the Board of
Directors and enhancing its supervisory
functions, and has appropriately fulfilled thisrole by providing comments on topics such as
the governance systems and internal control of
the Group as a whole in meetings of the Boardof Directors and the Nomination andCompensation Committee which he chairs.
He has been designated as an independent
officer because he satisfies the independence
standard specified by the Tokyo Stock
Exchange and the Company's independence
standard.
She has advanced specialized knowledge andabundant experience concerning corporate legal
affairs as an attorney at law, has served as amember of government councils such as theCentral Labour Relations Commission, and she
has been nominated for-election as outside
director to improve transparency of the Boardof Directors and strengthen its supervisory
functions because she is suitable for executing
monitoring of the Company’s managementfrom an objective and specialized perspective.
Furthermore, she is expected to have a role

KAWARATANI
Shinichi○in risk management, etc. related to businessfrom a legal perspective, and has appropriately
fulfilled this role through actions such asactively providing advice from this perspective
in meetings of the Board of Directors and theNomination and Compensation Committee.
She has been designated as an independent
officer because she satisfies the independence
standard specified by the Tokyo Stock
Exchange and the Company's independence
standard.
He has been involved in business investment
and the development of new businesses in thearea of information and communications formany years, and has insight into the
management of an information andcommunications company based on his
experience as representative director andpresident of a company providing IT solutions.
Furthermore, he has worked on the creation ofa variety of new businesses in Japan and abroadas the CEO of his own venture capitalcompany, and has extensive businessexperience overseas such as in the UnitedStates. His insight and knowledge of creating
and developing new business in Japan andabroad, in addition to corporate management ofa global business make him suitable for thesupervision of management of the Group, andbecause he can be expected to fulfill this role,he has been nominated for election as outside
director to improve transparency of the Boardof Directors and strengthen its supervisory
functions.
He has been designated as an independent
officer because he satisfies the independence
standard specified by the Tokyo Stock
Exchange and the Company's independence
standard.

―

Voluntary Establishment of Committee(s)Corresponding to Nomination Committee
or Compensation Committee

Established

Status of establishment, composition and attributes of chairman of voluntary committees
Name of Committee

Total
members

Standing
members

Insidedirectors

Outsidedirector

Outsideexperts

Nomination andCompensation
Committee

4

0

1

3

0

Other

Chairman0

Outsidedirector

Supplementary explanation
In order to improve the objectivity and transparency of decisions on remuneration of directors, the Nomination

and Compensation Committee was established in December 2018 as an advisory organ to the Board of Directors,
and the Committee held six meetings in the current fiscal year (from the conclusion of the Ordinary General
Meeting of Shareholders held in June 2020 until the Ordinary General Meeting of Shareholders held in June 2021).
The Nomination and Compensation Committee comprises four members including three independent outside
directors and the President and CEO as of the date of filing this report (December 24, 2021).The Committee reports
the results of deliberation on nomination of candidates for director and policy, etc. related to decisions on themethod of calculation of officer remuneration to the Board of Directors, which makes decisions based on thosereports.
[Corporate auditors]
Establishment of the Board of
Corporate auditors
Maximum Number of Corporate
auditors in Articles of Incorporation
Number of Corporate auditors

Established54State of coordination between corporate auditors, the accounting auditor and the internal audit unit
As of the date of submission of this report (December 24, 2021), the Board of Corporate Auditors comprised four
members including two outside corporate auditors, and there were two full-time corporate auditors including one
outside corporate auditor. No dedicated staff members are assigned to corporate auditors, but various organizations
provide support as needed.
The Board of Corporate Auditors holds meetings monthly in principle, and also hold meetings as necessary.
Eleven meetings were held in the current fiscal year. Each of the corporate auditors attended all eleven meetings(100% attendance rate), and conducting resolutions, reports and deliberations, etc. throughout the year.
The Board of Corporate Auditors considered the formulation of audit plans, preparation of audit reports, selectionof the accounting auditor, consenting to the compensation for the accounting auditor, and auditing of the content ofproposals submitted to the Ordinary General Meeting of Shareholders.
Corporate auditors attended meetings of the Board of Directors, audited the operation of proceedings and thecontent of resolutions, and provided opinions as needed. The attendance rate of corporate auditors at meetings ofthe Board of Directors was 100%. Furthermore, they periodically met and exchanged opinions with therepresentative director.
Full-time corporate auditors attended other important meetings, coordinated with the internal audit unit, viewed
important approval documents, conducted hearings of directors, communicated with the directors and corporate
auditors, etc. of subsidiaries, and shared information on the status of audits with part-time corporate auditors inmeetings of the Board of Corporate Auditors.
Auditing of the state of execution of duties by directors by was carried out through these activities.
Corporate auditors periodically exchanged information with the accounting auditor on audit plans, quarterly
review results, audit results and quality management systems, and closely worked with the accounting auditor toperform monitoring and review activities for determining the suitability of accounting audit methods and results.
As of December 24, 2021, the Company’s internal audit unit was made up of three members. The internal audit
unit implements audits of the Company and Group subsidiaries centered on audits of operations after evaluatingcompanywide internal controls. Furthermore, it strengthens audit functions by thoroughly checking the state of
implementation of improvements such as corporate auditors’ findings and proposals.
Corporate auditors and the internal audit unit coordinate with each other by meeting when necessary to exchange
information on audit plans, the state of implementation of audits and problems identified as a result of auditing.
Appointment of outside corporate
auditors

Appointed

Number of outside corporate auditors

2

Number of Independent outside
corporate auditors

2

Outside Corporate Auditor’s Relationship with the Company (1)NameAttributeab

Relationship with the Company*c d e f g h i j kl m△△
SEKI Hiroshi
From other company
KATSUMARU Chiaki
Certified public accountant(ISHIKAWA Chiaki))*Selection items regarding the relationship with the Company*When the person corresponds to an item currently or recently, add an open circle (○); when he/shecorresponded to the item previously, add an open triangle (△).
*When a close relative corresponds to an item currently or recently, add a solid circle (●); when he/shecorresponded to the item previously, add a solid triangle (▲).
a Business executor of a listed company or its subsidiaryb Business executive director or accounting counselor of a listed company or its subsidiaryc Business executor or non-business executive director of the parent company of a listed company
d Auditor of the parent company of a listed company
e Business executor of a brother company of a listed company
f A person whose main business partner is a listed company or its business executor
g Major business partners of a listed company or its business executors
h Consultants, accounting professionals, or legal professionals who obtain a large amount of money or otherassets from a listed company in addition to officer’s renumerationi Major shareholder of a listed company (when the major shareholder is a corporation, the business executor of
the corporation)j Business executor (the person only) of a listed company's business partner (those that do not fall under any of f,g, and h)k Business executor (the person only) of a party with which there is a mutual appointment of outside directors
l Business executor (the person only) of a party to which a listed company makes a donationm Other
Outside Corporate Auditor’s Relationship with the Company (2)

Name
SEKI
Hiroshi

Independent
Officer○

Supplementary
Explanation ofCompliant Items- Former General
Manager of Tochigi
Branch, Nippon
Telegraph andTelephone East
Corporation (until 2010)- Former Executive
Vice President andGeneral Manager ofMarketing
Headquarters, NTT
TownPage Corporation(until June 2018)

Reason for Election
He has abundant experience in various areas in
the telecommunications industry including
corporate sales in the business operations of Nippon
Telegraph and Telephone East Corporation and its
group companies, and he has been nominated forelection as outside corporate auditor because he is asuitable choice for supervising the execution of theduties of directors from a neutral and objective
perspective.
He has been designated as an independent officer
because he satisfies the independence standard
specified by the Tokyo Stock Exchange and theCompany's independence standard.

KATSUMARU
Chiaki(ISHIKAWA
Chiaki)○―She has served as a certified public accountant for
many years, and has rich career and a high level ofexpert knowledge concerning corporate finance andaccounting in major audit firms and accounting
companies, and she has been nominated for election
as outside corporate auditor because she is asuitable choice for supervising the execution of theduties of directors from a neutral and objective
perspective.
She has been designated as an independent officer
because she satisfies the independence standard
specified by the Tokyo Stock Exchange and theCompany's independence standard.

[Independence standard]
Number of Independent
Directors/Corporate auditors

5

Matters relating to Independent Directors/Corporate auditors
The Company believes outside directors and outside corporate auditors (“outside officers”) must have sufficient
independence to ensure the objectivity and transparency required for appropriate governance. The Company has
established the following independence standard for outside officers of the Company, and deems that an outside
officer (including candidates; the same applies below) does not have sufficient independence for the Company if
any of the followings applies.
1. Formerly worked in the Company or a consolidated subsidiary of the Company (“the Group”) *1
2. A major shareholder of the Company *2
3. An executive of any of the following companies, etc.
(1) Major trading partner of the Group *3(2) Major lender to the Group *4(3) Company in which the Group holds 10% or more of shares on the basis of voting rights, etc.
4. A certified public accountant who work for the auditing firm that is the Group's accounting auditor
5. An expert such as a consultant, accountant, tax accountant, attorney at law, judicial scrivener or patent attorney
who has received a large sum*5 of money or other property from the Group.
6. A person who has received a large donation from the Group *6
7. An executive of a company that is in a relationship of mutually appointing outside officers *7
8. A person whose close relative*8 is any of those listed in items 1 through 7 above (limited to important
personnel*9 except in the cases of items 4 and 5)
9. A person to who any of items 2 through 8 has applied in the past three years
10. Notwithstanding the provisions of the preceding items, a person for whom it is otherwise found there are
special grounds for a conflict of interests with the Company*1: Meaning a current executive director, executive officer or other similar person or employee (“executive”) or an
executive who has ever belonged to the Group.
*2: A major shareholder refers to a shareholder who holds 10% or more of shares on the basis of voting rights in
his/her own name or in the name of another person at the end of the current business year. If a major
shareholder is an organization such as a corporation or an association, this refers to an executive of saidorganization.
*3: A major trading partner refers to a customer or supplier of the Group for whom annual transactions account for
more than 3% of the Company's consolidated net sales or the trading partner's consolidated net sales.
*4: A major lender refers to a financial institution from which the Group is borrowing, and for which theoutstanding loans payable thereto exceed 2% of the Company's consolidated total assets or the financial
institution's consolidated total assets and the end of the current business year.
*5: Large sum refers to the following amounts according to the expert's involvement in the services provided.
(1) If the expert provides services to the Group as an individual, a large sum is when the consideration received

from the Group exceeds 10 million yen per year.
(2) If the organization to which the expert belongs provides services to the Group, a large sum is when the total
amount of consideration received from the Group by the organization exceeds 2% of the organization's
annual sales or total revenue. However, even if 2% is not exceeded, if the annual amount received by theorganization as consideration for services provided in which the expert is directly involved exceeds 10
million yen, this amount shall be deemed to be a large sum.
*6: This refers to a person who receives annual donations from the Group exceeding 10 million yen. If the partreceiving donations is an organization such as corporation or an association, this refers to a person who belongs
to the organization and is directly involved in the research, education or other activity related to the donations.
*7: This refers to a relationship in which an executive of the Group is an outside officer of another company, andan executive of the other company is an outside officer of the Company.
*8: Close relative refers to a spouse or a relative of the second degree or less.
*9: Important personnel refers to directors and executive officers.
[Incentives]
Implementation status measuresrelated to granting of an incentive toa director

Introduction of performance-linked renumeration system

Supplementary explanation
In accordance with the resolution of the 6th Ordinary General Meeting of Shareholders held on June 28, 2016, the“Board Benefit Trust” performance-linked stock-based remuneration system for the Group’s officers was
implemented from September 30, 2016 with the objective of clarifying the connection between the remuneration of
directors and the Company’s performance and share price, and raising awareness of contributions to theimprovement of medium- to long-term performance and corporate value.
Through the system shares of the Company are acquired through a trust using funds contributed by the Company,
and provided to directors upon retirement from their positions as officers in accordance with the Officer Stock
Benefit Rules stipulated by the Boards of Directors.
The ratio of performance-linked remuneration and fixed remuneration is generally around 1:4.
The Company’s consolidated operating income was chosen for the indicator for performance-linked remuneration
in FY2020 as an indicator that can easily be used to raise awareness of the performance of Group companies andcontributions to the enhancement of corporate value, and the number of points calculated from the results of theCompany’s consolidated operating income and ROE based on base points granted according to the positions ofofficers were granted to officers in accordance for the Board Benefit Trust. with the Officer Stock Benefit Rules
The consolidated operating income target in the initial business plan for the current fiscal year was 22.0 billion
yen. The actual result was 30.1 billion yen with ROE of 11.0%.
Persons to whom a stock option is tobe granted
Supplementary explanation―[Directors' Remuneration]
Disclosure status (of an individual
director’s renumeration)

Individual renumeration is not disclosed

Supplementary explanation
Because there are no persons whose total amount of consolidated renumeration, etc. per officer exceeds 100
million yen, individual renumeration is not disclosed. Total amount of renumeration, etc. of all directors isdisclosed in the securities report and business report.
Policy to determine the amount ofrenumeration or its calculation
method is present or not

Present

Details of disclosure of the policy to determine the amount of renumeration or its calculation method
1. Basic policy
The total amount (limit) of directors’ remuneration is specified in the General Meeting of Shareholders after
being approved by the Board of Directors, and the remuneration of individual directors uses a remuneration system
based on the roles and responsibilities of each position.
Furthermore, the policy on determination of the content of remuneration of individual directors is deliberated
upon by the “Nomination and Compensation Committee” (chaired by an independent outside director) comprising
three independent outside directors and the President and CEO as an advisory body to the Board of Directors to
improve objectivity and transparency and the results are reported to the Board of Directors, which determines thepolicy based on the report.
Outside directors who provide supervisory functions are only paid monthly base remuneration considering theirduties.
2. Policy on determination of the amount of individual remuneration for base remuneration (monetary
remuneration) (including the policy on determination of the timing or conditions of granting remuneration, etc.)
The total amount (limit) of directors’ remuneration is specified in the General Meeting of Shareholders after
provisions being approved by the Board of Directors, and the base remuneration of individual directors (excluding
outside directors) is fixed monthly remuneration of which the amount is obtained by dividing the annual salary
based on the roles and responsibilities of each position by 15.
An amount equivalent to three months of fixed remuneration is the standard bonus (however, this is the amountremaining after deduction of 30% allocated to the Board Benefit Trust performance-linked stock compensation
scheme mentioned in 3.), and the number of months is variable based on comprehensive consideration of theCompany’s performance in the previous fiscal year, the performance outlook for the current fiscal year and the stateof payment of special allowances to employees, and is determined by the President and CEO on the assumption that
the Nomination and Compensation Committee is consulted.
The standard bonus is paid once annually in summer.
The percentages of fixed remuneration and variable remuneration are generally around 80% (12/15) for theformer and 20% (3/15) for the latter.
3. Policy on determination of the content of performance-linked remuneration and non-monetary remuneration, andthe method of calculation of the amount or number thereof (including the policy on determination of the timing or
conditions of granting remuneration, etc.)
With regard to performance-linked remuneration and non-monetary remuneration, a Board Benefit Trust
performance-linked stock compensation scheme has been introduced in order to clarify the connection between the
remuneration of officers the Company’s performance and share price, and to raise awareness of contributions to theimprovement of corporate value. Up to 74 million yen for the Company’s directors is contributed to the trust as
funds for the trust to acquire the shares required for each period of three fiscal years in advance, and the maximum
number of shares granted per fiscal year is equivalent to 28,000 shares (resolution of the 6th Ordinary General
Meeting of Shareholders held on June 28, 2016).
The Company’s consolidated operating income and ROE have been chosen as indicators for performance-linked
remuneration that can easily be used to raise awareness of the performance of Group companies and contributions
to the enhancement of corporate value, and the number of points granted is calculated by multiplying the basepoints set to allocate 30% of three months of monthly remuneration by the performance-linked coefficient based on
the Company’s consolidated operating income and ROE, and one share is granted for each point at the time ofretirement.
4. Policy on determination of the percentages of the amount of monetary remuneration and the amount of
performance-linked remuneration, etc. or the amount of non-monetary remuneration in relation to the amount of
individual directors’ remuneration
Of the annual salary specified according to to the roles and responsibilities of each position of directors(excluding outside directors), the percentages of the amount of monetary remuneration and the amount ofperformance-linked remuneration, etc. are around 80% fixed remuneration and 20% variable remuneration, and
30% of the variable remuneration is allocated to the Board Benefit Trust performance-linked stock compensation
scheme, which is a form of non-monetary remuneration.
(Note) In consideration of insider trading regulations, etc., all directors (excluding outside directors) are
required to contribute 10% or more of their monthly remuneration to the officers’ shareholding association inorder to increase awareness as management and awareness of the common goal of enhancing shareholder value.
Therefore, these percentages are effectively 72% fixed remuneration, 28% variable remuneration and 14% nonmonetary remuneration (share-based remuneration).
5. Matters related to determination of the content of remuneration, etc. of individual directors
The determination of remuneration of individual directors is left to the discretion of Toshiki Nakayama,
President and CEO, based on the assumption of consultation with the Nomination and Compensation
Committee, to the extent of the total amount resolved by the General Meeting of Shareholders based on a
resolution of the Board of Directors.
The President and CEO entrusted with the decision prepares proposals for individual remuneration based on thecontent of the policy on determination of the content of remuneration of individual directors resolved by the Boardof Directors, consults with the Nomination and Compensation Committee, and determines the content with theconsent of the Committee.
[Support system for outside directors (outside corporate auditors)]
In holding the Board of Directors meeting, in order to contribute to the enhancement of deliberations on the agenda
items of the Board of Directors, related departments will explain the necessary matters agenda items in advance tooutside directors and outside corporate auditors.
[Status of persons who have retired from the position of President and Chief Executive Officer, etc.]
Names of advisors, counselor, etc. who are former presidents and Chief Executive Officer, etc.
Name
―

Job
title/Position―

Businessdetails

Work style/conditions(Full-time/Part-time, with orwithout renumeration, etc.)――

Total number of advisors, counselors,
etc. who each are a former president andChief Executive Officer

Retirement dateof the president ,etc.
―

Term ofoffice―0

Other matters―
2. Matters related to functions such as business execution, audit/supervision, nomination, and renumeration
determination (outline of the current corporate governance system)
The Company is one with corporate auditors and has a board of directors, a board of corporate auditors, and an
accounting auditor.
As for directors, the Company has appointed independent outside directors.
As of the date of submission of this report (December 24, 2021), there are 11 directors, 3 of whom are outside
directors. This is a more effective and efficient system by having some officers concurrently serve as major
subsidiaries while fully demonstrating the function of a holding company.
In addition, a system has been established in which the Board of Corporate Auditors, the internal audit
department, as well as the accounting auditor conduct independent audits and they cooperate with each other.

[Overview of Established Corporate Bodies][Other matters concerning corporate governance]
1. Outline of the details of the liability limitation contract
Based on Article 427, Paragraph 1 of the Companies Act, the Company has entered a contract that limits liability
for damage under Article 423, Paragraph 1 of the Companies Act between the Company and a director (excluding
one who is an executive director, etc.) or a corporate auditor. The maximum amount of liability for damage that isbased on the contract is the amount stipulated by laws and regulations. The limitation of liability is permitted only
when the director or the corporate auditor is in good faith and without gross negligence in performing the duties
that have caused the liability.

2. Number of directors
The Company stipulates in the Articles of Incorporation that the number of directors of the Company shall be 11
or less.
3. Requirements for resolution to appoint directors
The Company stipulates in the Articles of Incorporation that the resolution to appoint directors shall be made withattendance of shareholders accounting for at least one-third of the voting rights of shareholders entitled to exercise
voting rights and shall require a majority of such votes cast in favor, and that the resolution shall never be via
cumulative voting.
4. Matters to be resolved at the General Assembly of Shareholders that can be resolved by the Board of Directors
The Company stipulates in the Articles of Incorporation that the following matters can be resolved by the Boardof Directors among the matters to be resolved at the general meeting of shareholders:・Based on the provisions of Article 165, Paragraph 2 of the Companies Act, regarding the acquisition oftreasury stock, it is possible to acquire treasury stock through market transactions, etc. by a resolution of the Boardof Directors. This aims to enable agile capital policy implementation in response to changing economic conditions.
・For the purpose of increasing opportunities for profit distribution to shareholders, an interim dividend can be
paid every year with September 30 as record date by a resolution of the Board of Directors pursuant to theprovisions of Article 454, Paragraph 5 of the Companies Act.
・In accordance with the provisions of Article 426, Paragraph 1 of the Companies Act, the Company shallexempt compensation responsibilities of directors (including those who were directors) and corporate auditors(including those who were corporate auditors) for damages due to neglect of duties to the extent of laws andregulations.
5. Special resolution requirements of general meetings of shareholders
Regarding the special resolution requirements of the general meeting of shareholders stipulated in Article 309,
Paragraph 2 of the Companies Act, the Company stipulates in the Articles of Incorporation that a special resolutionof the general meeting of shareholders can be made with attendance of shareholders accounting for at least onethird of the voting rights of the shareholders entitled to exercise voting rights, and with two-thirds of such votes
cast in favor. This is intended to provide smooth operation of the general meeting of shareholders by relaxing thequorum of special resolutions at the general meeting of shareholders.
6. Transactions between related parties
Described in ◆Related party transactions [Principle 1-7] under “1. Basic Concept [Disclosure Based on the
Principles of the Corporate Governance Code]” of “1. Basic Approach related to Corporate Governance, Capital
Structure, Corporate Attributes and Other Basic Information”.
[Audit status]
1. Status of audit by corporate auditors
Described in “(3) Corporate auditors under 1. Matters Pertaining to Organization Composition and Organization
Management, etc.” of “2. Status of Corporate Management Organizations and Other Corporate Governance
Systems Related to Management Decisions, Execution and Supervision”.
2. Internal audit status
Described in “(3) Corporate auditors under 1. Matters Pertaining to Organization Composition and Organization
Management, etc.” of “2. Status of Corporate Management Organizations and Other Corporate Governance
Systems Related to Management Decisions, Execution and Supervision”.
3. Accounting audit status(1) Name of audit corporation
KPMG AZSA LLC(2) Continuous audit period
7 years(3) Certified accountant who executed the business
Designated limited liability partner, business execution partner, certified public accountant, NAGASAKI Yasuyuki
Designated limited liability partner, business execution partner, certified public accountant, HARUYAMA Naoki
Designated limited liability partner, business execution partner, certified public accountant, NAKAMURA Kohei

(4) Composition of assistants involved in accounting audit work
Certified public accountant
8 people
Accountant exam passers, etc.
4 peopleOther
16 people(5) Policy and reason for selecting an audit corporation
At the Company, the Board of Corporate Auditors examines the appropriateness, independence and quality
control system, etc. of accounting auditors, and selects accounting auditors by comprehensively determining theaudit achievements and the degree of understanding of the business.
The Board of Corporate Auditors determines details of a proposal regarding dismissal or non-reappointment of an
accounting auditor, based on their determination on the necessity of such action, for example the accounting auditor
has trouble in executing his/her duties. The Board of Directors submits the proposal to the general meeting ofshareholders. When the accounting auditor falls under Article 340, Paragraph 1 of the Companies Act, theaccounting auditor will be dismissed by the agreement of all the corporate auditors at the Board of Corporate
Auditors, and the fact of dismissal and its reason will be reported at the first general meeting of shareholders
convened after the dismissal.
(6) Evaluation of audit corporations by corporate auditors and the board of corporate auditors
The Board of Corporate Auditors has collected information on the appropriateness and independence ofaccounting auditors, as well as the audit system, and audit implementation status and audit quality, etc., and basedon examination using the evaluation criteria established by the Board of Corporate auditors, has acknowledged themethod and results of an accounting auditor described above and has determined that reappointment is appropriate.
3. Reasons for selecting the current corporate governance system
The Company has selected the current system based on the following recognition: ensuring, as a holding
company, the transparency and efficiency of management through necessary advice, arrangement and otherguidance to each MIRAIT Group company will support achievement of effective corporate governance, andcontribute to establishing a good relationship of trust with all of the stakeholders including stockholders.

III. Implementation Status of Measures Related to Shareholders and Other Stakeholders
1. Actions to Activate the General Meeting of Shareholders and Facilitate the Exercise of Voting Rights

Early sending notice ofconvocation of general meetingof shareholders

Supplementary explanation
The notice of convocation of the 11th Ordinary General Meeting of
Shareholders held on June 24, 2021 was sent on June 8, 2021, 16 days before
the date of the meeting.
The same information was announced electronically on the Tokyo Stock
Exchange site and the Company’s website on May 27, 2021 (28 days before
the date of the general meeting of shareholders) before the convocation notice
was sent.
Additional information is disclosed as appropriate on the Company’s
website.

Setting of General Meeting of
Shareholders to avoid conflicts
with other shareholders’meetings
Exercise of voting rights via
electromagnetic method

The 11th Ordinary General Meeting of Shareholders was held on June 24,
2021, avoiding June 29, 2021, as the first concentrated day.

Participation in the Electronic
Voting Rights Platform andOther Efforts to Improve theEnvironment for Institutional
Investors to Exercise Voting
Rights

The first voting rights electronic exercise platform for institutional investors
operated by ICJ Co., Ltd. has been continuously adopted since the firstordinary general meeting of shareholders that was was held on June 28, 2011.

Considering the convenience of shareholders, voting rights can be exercised
via the Internet from a PC, smartphone or cellphone.

Provision of convocation notice(summary) in English

A convocation notice (summary) in English has been prepared and provided
on the Tokyo Stock Exchange site and the Company’s website (English site).

Other

The Company aims to operate the general meeting of shareholders that is
easily understood by shareholders, for example, via colorization of the
convocation notice and offering video-based business reports. Convocation
notices, reference documents and reports are also posted on the Company’s
website.
This year, as well as last year, the Company held the general meeting ofshareholders in a reduced scale as a countermeasure against new coronavirus
infections. A video of business report was posted in advance on the
Company’s website and broadcasted a live video of the general meeting ofshareholders on that day so as to help shareholders who were absent deepen
their understanding. In addition, a video of the progress of the general
meeting was posted on the Company’s website after the event forshareholders who could not watch the live video.

2. Status of activities related to IR

Supplementary explanation

Creation and publication of
disclosure policy<Overview of disclosure policy>
The Company will disclose important information about theGroup in a timely and appropriate manner in order topromote the understanding of all stakeholders, including
shareholders and investors, and to enable proper assessmentof the Group.
◆Criteria for information disclosure
The Company will disclose information in a timely manner
while observing transparency, fairness, and continuity inaccordance with various laws and regulations such as the
Financial Instruments and Exchange Act and the timely
disclosure rules established by the stock exchanges on which
the Company's securities are listed. Moreover, the Company
will disclose, in a timely and fair manner, any important
information that does not fall under laws and regulations andthe timely disclosure rules but is considered to influence
investment decisions or is considered useful for deepening
the understanding of the Company.
◆Information disclosure method
Important company information will be disclosed via
appropriate methods such as the timely disclosure
information transmission system (TDnet) of the Tokyo Stock
Exchange, the Electronic Disclosure for Investors' NETworksystem (EDINET) of the Financial Services Agency, press
releases, and the Company’s website.
◆Enhancement of communications
As well as timely disclosure and information dissemination
by way of the Company’s website, the Company makes
efforts to enhance communications with shareholders andinvestors by holding various briefings and responding todaily inquiries from shareholders and investors. Opinions
received from shareholders and investors will be shared

Whether
explanationby therepresentativeis provided

internally and used as a reference for corporate management
toward an enhanced corporate value.
◆Setting of the silence period
In order to prevent leakage of financial information andensure fairness, the Company has set a silent period of two
weeks before the announcement date of financial results(including quarterly financial results), and during this period,
the Company will not respond to comments, questions andthe like related to financial results. However, when it is clearthat the difference from the earnings forecast which
difference occurred during the silence period is within thefluctuation range that falls under the timely disclosure rules,
information will be disclosed as appropriate by way of press
releases and so on.
Holding regular briefing sessions
for individual investors

As well as holding online company briefing sessions forindividual investors, the Company participates in briefing
sessions for individual investors hosted by securities
companies or the like in a timely manner.

No

Holding regular briefing sessions
for analysts and institutional
investors

The Company holds a financial results briefing for analysts
and institutional investors twice a year when the final
financial results and the second quarter financial results areannounced. Additionally, the Company posts the financial
results briefing materials and video or audio distribution of
the progress of the briefing session on the Company’s
website.

Yes

Holding regular briefings foroverseas investors

The Company conducts overseas IRs in North America,
Europe, and Asia.
Further the Company participates, as appropriate, inconferences in Japan hosted by securities companies.

Yes

Posting of IR materials on the
Company’s website

Posted on the Company’s website are financial information,
timely disclosure materials except financial information,
financial results briefing materials, video or audio
distribution of the progress of briefing sessions, and otherpress release materials.

Establishment of a department(person in charge) related to IR

The Company has set up an IR office that is in charge of IR.

3. Efforts related to respect for the position of stakeholders

Specification regarding respect
for Stakeholders' Positions byInternal Rules, etc.

Supplementary explanation
The “MIRAIT Group Corporate Ethics Charter” and “Compliance Rules”
specify the basic stance toward stakeholders.

Implementation ofenvironmental conservation
activities, CSR activities, etc.

The Company intends to take proactive action on the recognition thattackling environmental problems is a challenge common to humanity and isan essential condition for the existence and activities of an enterprise. The
Company has prepared an integrated report and disclosed it on the
Company’s website.

Formulation of policies related
to provision of information to
stakeholders

The “MIRAIT Group Corporate Ethics Charter” stipulates that corporate
information are to be disclosed positively and fairly.

IV. Matters Related to Internal Control System, etc.
1. Basic Concept Related to Internal Control System and its Maintenance Status
1. System to ensure that the execution of duties of directors and employees complies with laws and regulations andthe Articles of Incorporation, and other systems to ensure the appropriateness of the business of the Company
and the business of the corporate group consisting of the Company and its subsidiaries.
Details of the resolution of the Board of Directors as a system to ensure the appropriateness of business by theCompany are as follows, and the Company is continuously making efforts to improve and enhance the operationof the Company.
(1) System to ensure that the execution of duties of directors and employees of a corporate group consisting of
the Company and its subsidiaries complies with laws and regulations and the Articles of Incorporation.
(A) The Company has established action guidelines as a code of conduct that regulates the officers andemployees of the entire corporate group consisting of the Company and its subsidiaries (hereinafterreferred to as the “corporate group”), disseminates the action guidelines to all officers and employees of
the corporate group and regulates their conduct.
Regarding directors, the “Rules on the Board of Directors” ensure proper management, of the Board of
Directors, smooth communications, and monitor mutual business execution. Concerning importantmatters, it is intended to prevent a possible violation of laws and regulations and the Articles ofIncorporation and enhance supervision of management functions by receiving opinions or advice fromexternal experts (such as corporate lawyers).
When a director has found a fact of conduct by another director that is suspected to constitute a
violation of laws and regulations and the Articles of Incorporation, he/she shall promptly report it to theBoard of Corporate Auditors and the Board of Directors to prevent or correct a possible violation.
(B) In the Corporate Ethics Charter, etc., the Company shall strive to eliminate any relationship with antisocial
forces by decidedly confronting antisocial forces and behaving with a resolute attitude.
(C) A compliance committee chaired by the president and CEO shall be set up, and each company in thecorporate group shall assign promoters or the like to permeate, maintain, and establish complianceawareness.
(D) For the purpose of ensuring the reliability of financial reports, the Company shall build an appropriate
internal control system by observing the Financial Instruments and Exchange Act and related laws andregulations to maintain, evaluate and correct the financial reports.
(E) Each company in the corporate group shall establish a corporate helpline (declaration/consultation contact)and make efforts to maintain and operate appropriate information transmission, in order to foster a more
open corporate culture.
(F) With an intent to enhance the monitoring of effectiveness evaluation related to the establishment andoperation status of the legal compliance system, the internal audit department shall be expanded andappropriate audit work shall be in practice. The evaluation results shall be reported to the president andcorporate auditors, etc.
(2) System to store and manage information related to the execution of duties of directors(A) Storage and management of information related to the execution of duties of directors shall primarily
contribute to proper and efficient business operations, and the following measures shall be taken.
(a) Establishing “Document Handling Rules”, “Information Security Management Rules”, and the like,which stipulate necessary matters regarding storage and management of documents (including
electromagnetic records; hereinafter referred to as “documents”) and other information.
(b) The storage (retention) period of documents shall be specified for each type of document in the“Document Handling Rules” unless otherwise specified by laws and regulations.
(B) When a director or corporate auditor has requested browsing of a document or the like, the document or
the like shall be submitted without delay.
(3) Rules and other systems related to management of a risk of loss(A) Basic risk management items shall be specified, and “Risk Management Rules” shall be established forproper and efficient business operations.
(B) A risk management committee chaired by the president and CEO shall be established to ensure theeffectiveness of the risk management system.

(C) The Business Audit Office shall perform monitoring or the like of the effectiveness evaluation of themaintenance and operation status of the risk management system. The evaluation results shall be reported
to the president and corporate auditors, etc.
(4) System to ensure efficient execution of duties of directors(A) As a basis for ensuring the efficient execution of duties of directors, the Board of Director is held regularly
once a month in principle. On top of the matters stipulated by laws and regulations or the Articles ofIncorporation, deliberation of importance matters related to management shall be determined andreported in accordance with relevant laws and regulations, principle of management decisions, and dutyof care of a good manager.
(B) For commissioning of business to directors, thorough organizational management by appropriate
responsibility sharing, and efficient business operations are being targeted based on internal rules such as
the “Organization/Business Allocation Rules” that define the organizational structure and scope ofbusiness and the “Responsibility Rules” that define responsibilities and authorities.
(C) The duties of outside directors who are independent, and the like, are arranged to be executed efficiently at
the Board of Directors, and the monitoring function for the execution of duties of other directors isenhanced.
(5) System to ensure the appropriateness of business in the corporate group
The Company carries out transactions between companies of the corporate group in accordance with laws
and regulations, and further takes the following measures in order for the corporate group to properly
operate the business and contribute to its growth and development:(a) Establishing a system to report, to the Company, matters related to the execution of duties of directorsof subsidiaries or the like.
(b) Establishing a system to manage the risk of loss of a subsidiary and a system to contact the Company
in the event of a risk.
(c) Establishing a system to ensure efficient execution of duties of directors of subsidiaries or the like.
(d) Establishing a system to ensure that the execution of duties of directors or the like and employees ofsubsidiaries complies with laws and regulations and the Articles of Incorporation.
(6) Matters concerning the employee when a corporate auditor has requested that an employee to assist theirduties should be assigned.
Upon request from a corporate auditor, a assistant to a corporate auditor shall be assigned.
(7) Matters concerning the independence of employees in the previous item from directors.
When an assistant to a corporate auditor is to be assigned, rules regarding personnel-related matters such asappointment, dismissal, and personnel reshuffle of assistants shall be established to ensure their
independence.
(8) Matters concerning ensuring the effectiveness of the instructions given to the employees in item (6).
An assistant to a corporate auditor is assigned, the assistant to the corporate auditors shall be placed under
the command and order of the corporate auditor.
(9) System for the directors and employees of the Company to report to corporate auditors(A) The directors and employees of the Company shall promptly report to corporate auditors each time they
have grasped a fact regarding important matters that may influence the business or business performanceof the corporate group and matters stipulated by laws and regulations.
(B) Regardless of (A) above, a corporate auditor may request reports from directors or the like at any time asappropriate.
(10) System with which any person who has received a report from a director, a corporate auditor or an
employee of a subsidiary reports to the corporate auditors of the Company.
(A) A director, a corporate auditor or an employee of a subsidiary or those who have received a report fromany of these persons shall promptly report to the corporate auditors of the Company each time they havegrasped the fact regarding important matters that may influence the business or business performance ofeach company and matters stipulated by laws and regulations.
(B) Regardless of (A) above, a corporate auditor of the Company may request a report from the directors of a
subsidiary at any time as appropriate.
(11) System to ensure that the person who has submitted a report described in item (9) or (10) is not treatedunfairly because of the report.
Ensure that the person who has submitted a report described in item (9) or (10) is not be treated unfairly
because of the report.

(12) Procedures for prepayment or redemption of expenses incurred in the execution of duties by a corporate
auditor and other matters related to policies regarding the processing of expenses or debts incurred in theexecution of such duties.
The Company will properly process payments for expenses and debts incurred in the execution of duties
by a corporate auditor.
(13) Other systems to ensure that an audit by a corporate auditor is conducted effectively(A) A corporate auditor browses major approval documents and other important documents related to businessexecution, and as appropriate, a director or the like responds promptly when requested to give
explanations.
(B) A corporate auditor attends major meetings in order to understand the important decision-making processof the company and the status of business execution.
(C) A corporate auditor exchanges opinions and information with the President and CEO, the Accounting
Auditor, and the Internal Audit Department on a regular or on-demand basis to communicate with eachother.
2. Operational Status of the System to Ensure the Business Appropriateness
The Company operates in accordance with the above systems, and the major efforts made in this fiscal year are
as follows:(1) Status of efforts to ensure that the execution of duties complies with laws and regulations and the Articles ofIncorporation
The “Corporate Ethics Charter” that summarizes the basic policy and concrete action guidelines regarding
corporate ethics, together with the “Basic Management Philosophy” and “Action Guidelines” that are the basis
for nurturing the corporate culture, has been systemized as “MIRAIT WAY” and is disseminated among all
officers and employees of the corporate group.
The “Compliance Rules” stipulate basic matters related to the Company’s compliance promotion activities,
and the Company also conducts compliance training for all officers and employees to raise awareness ofcompliance.
The “Compliance Committee” deliberates on individual issues in the corporate group and manages the
progress of compliance promotion activities. The “Compliance Committee” is held twice this fiscal year.
In addition, the internal audit department carries out monitoring to confirm the effectiveness of compliancepromotion activities.
(2) Status of efforts related to management of risk of loss
The Company has established, by way of the “Risk Management Rules”, the basic policy and promotion
system regarding risk management as a corporate group, and based on the risk management plan, responds
appropriately to various risks.
The “Risk Management Committee” deliberates on the status of risk management and individual issues in
the corporate group. The “Risk Management Committee” is held twice this fiscal year.
Additionally, the effectiveness of risk management is confirmed by carrying out monitoring by theinternal audit department.
(3) Status of efforts to ensure efficient execution of duties of directors
The Board of Directors is held once a month and as required based on the “Rules on the Board of
Directors”. The Board of Directors was held 17 times in the current fiscal year.
The Board of Directors deliberates on all matters to be submitted to the same based on the internal rules,
actively exchanges opinions on each concern, and reports on the status of execution of duties of directors ona quarterly basis.
Further, the Company also conducts an effectiveness evaluation of the Board of Directors to improve its
functions.
In addition, based on the Corporate Governance Code, the Company has established a voluntary advisorycommittee, the Nomination and Compensation Committee, under the Board of Directors in order to improve
the objectivity regarding nomination and renumeration. In the current fiscal year, the Committee was held
six times.
Independent outside directors hold regular meetings with the CEO to enhance the monitoring function for
the execution of duties of directors.
(4) Status of efforts to ensure the appropriateness of operations in the corporate groupAccording to the “Subsidiary Management Rules” and the like, the Company strives to establish a system toensure the appropriateness of the business of the corporate group, and receives reports on its operational
status.
The Company conducts monitoring by the internal audit department.
The Company manages important projects that have a significant impact on the entire corporate groupupon receipt of reports from a subsidiary and subsequent discussions. At the same time, necessary measures
are taken as a corporate group.
Moreover, a whistleblowing system has been set up in the corporate group to directly grasp and take early
action when any problem has occurred, and report the result to the “Compliance Committee”.
(5) Status of internal audit efforts
Based on the internal audit plan, the internal audit department performs internal audits of all organizations
and subsidiaries of the corporate group and monitors the appropriateness of operations. The results arereported to the Board of Directors and the like.
(6) Status of efforts to ensure effective audits by corporate auditor
Corporate auditors constantly browse the approval documents and the like, and attend the Board of
Directors and various committees and the like to understand the important decision-making process andbusiness execution status of the company. The corporate auditors, the President and CEO, the accounting
auditors and the like exchange opinions to communicate with each other thus ensuring that the audit by the
corporate auditors are conducted effectively.
3. Basic Concept Toward Eliminating Antisocial Forces and its Maintenance Status
The “MIRAIT Group Corporate Ethics Charter” specifies that the Company should actively communicate with alocal community which is the foundation of the Company's existence, and decidedly confront antisocial forces thatthreaten the order and safety of civil society. The Company intends to act resolutely with basic principles “do notpay”, “have no relationship”, and “not be afraid” in mind.

V. Other
１．Adoption of Anti-takeover Measures
Adoption of Anti-takeover Measures

Not adopted

Supplementary explanation―
２．Other Matters Concerning Corporate Governance System<Outline of timely disclosure system>
The MIRAIT Group considers that timely disclosure is to provide information in a timely manner to all
stakeholders, including shareholders and investors, and fulfills the social corporate responsibilities and urges soundcorporate management by ensuring appropriate corporate evaluation and trust by investors in the market.
Accordingly, the Company makes efforts to disclose detailed qualitative information used to more accurately
understand the actual management status of the company as well as quantitative information on financial conditions
and business results, in an easy-to-understand fashion, thereby attaining timely and appropriate provision of
information to stakeholders.
The detailed status of efforts for timely disclosure is described below.
1. The Company has established and is operating the code of conduct regarding the management of inside
information and the buying and selling of stocks of the Company in the "Rules for Insider Trading Regulations"and "MIRAIT Group Company Management Rules". Further, in the light of the Financial Instruments andExchange Act, other relevant laws and regulations and the timely disclosure rules established by the stock
exchange, when the information is determined to be timely disclosure information, the information shall beannounced without delay once the resolution of the Board of Directors or the approval of the CEO is obtained.

2. The person in charge of information handling (general manager of the finance department) collaborates witheach department controlling internal information such as the corporate strategy department and the general affairs
and personnel department, participates in important management meetings and the like, receives reports onimportant matters, or conducts an interview and the like to organize and verify important information and check theinformation to prevent omissions.
3. In addition to disclosing information to the Tokyo Stock Exchange through TDnet, the Company strives to builda system that takes advantage of opportunities to broaden common ground with each stakeholder by way of various
types of information media and means such as IR briefings, the Company’s website and a variety of printed
matters, thus readily obtaining disclosed information.
4. In order to ensure continuous disclosure, the Company has established a system to communicate managementrelated information as described in the reference material "2. Timely Disclosure System", which system allows
prompt reporting of proper information.

（Reference materials）
１．Governance Structure
Election/Dismissal

General Meetings of Shareholders
Election/Dismissal

Election/Dismissal

MIRAIT Holdings
監査
Board of Corporate
Auditors

Audit

Board of Directors
Collaboration

Nomination andCompensation
Committee
Instruction

Audit

Investigation

Accounting Auditor

Collaboration

Internal inspection
section

Audit

Supervision

Collaboration

Consultation/Reporting

Reportin- Strategy Department- Finance and Accounting Department- Corporate Affairs Department- M’s Brain Center/etc

ReportingPresident and CEO(Group Presidents’Council /Executive Committee)

Reporting

VariousCommittees

Instruction

Audit/Reporting

Business
Management

MIRAIT Group Companies

Consultation/Reporting２．Timely disclosure system

MIRAIT Group Companies
Reporting

MIRAIT Holdings

Financial information/Manegement information/etc
Business Topics/etc

Department of jurisdiction such as inside infomation（Finance and Accounting/Frontier Business/Corporate Affairs/etc）

Collaboration

Reporting

Reporting

Collaboration

Hearing

Manager responsible for thehandling of information（Chief Financial Officer）

Decision Facts/
Occurrence Facts/etc

Important meetings
Board of Directors/
Executive Committee/
etc

Collaboration

Disclosure
Instruction

Collaboration

IR OfficeTimely Disclosure

Collaboration

PR OfficeRelease