(Translation for reference only)

Corporate Governance Report(English Translation of the Japanese original)This translation has been prepared for reference only. The Japanese language version will prevail if any discrepancy
arises.
Last Update: June 25, 2024
JFE Holdings, Inc.
Yoshihisa Kitano
Representative Director, President and CEO
Contact: Shareholder Relations Sec., Investor Relations and Corporate Communications Dept.
+81-3-3597-4321
Security Code: 5411
https://www.jfe-holdings.co.jp/en/
The corporate governance of JFE Holdings, Inc. (hereinafter the “Company”) is as follows.

I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic
Information
1. Basic Views
With the aim of promoting sustainable growth of the Company and the JFE Group (or the “Group”) and medium
to long-term corporate value, and achieving and hence further enhancing the best corporate governance to embody
the Corporate Vision, the Company has established the “Basic Policy on Corporate Governance,” which is
published on the Company’s website.
JFE Holdings, Inc. Basic Policy on Corporate Governancehttps://www.jfe-holdings.co.jp/en/company/info/pdf/basic-policy.pdf(1) The Company continuously aims at achieving the best corporate governance and its further enhancement.
(2) From the viewpoint of enhancing sustainable growth and medium to long-term corporate value of the JFEGroup, the Company makes effort to pursue thoroughly fair, objective and transparent corporate governancebased on the following basic concept.
The Company respects the rights of shareholders and makes effort to ensure an environment whichallows shareholders to execute their rights appropriately, as well as to secure effective equal treatmentof shareholders.
② In addition to shareholders, the Company gives consideration to the interests of various stakeholders
including employees, customers, business partners, creditors, local communities and cooperates withthem appropriately.
③ The Company discloses its information appropriately and ensures the transparency of the Company.
④ The Company endeavors to ensure the effectiveness of the supervisory function of the Board of
Directors on business execution as a core holding company of the JFE Group.
⑤ The Company engages in constructive dialogue with shareholders to contribute to the enhancement ofsustainable growth and medium to long-term corporate value.
①(3) The Company establishes and discloses the JFE Group’s “Corporate Vision,” “Corporate Values” and “JFE
Group Standards of Business Conduct” which form the framework of basic business principles which areapplicable to all business activities shared by all executives and employees of the JFE Group.
“Corporate Vision”
The JFE Group - contributing to society with the world’s most innovative technology-1-

(Translation for reference only)“Corporate Values”
A Challenging Spirit, Flexibility, Sincerity“JFE Group Standards of Business Conduct”
All JFE Group personnel are required to faithfully adhere to the following Standards of Conduct in all
corporate activities. These standards embody the JFE Group's Corporate Vision and go hand-in-handwith its Corporate Values.
Senior managers are responsible for communicating these standards to employees of Group companies
and their supply chain partners, and in creating effective systems and mechanisms to ensure adherenceto ethical standards.
Senior managers are also responsible for measures to prevent the recurrence of any violation of thesestandards. Additionally, they must report violations promptly and accurately to internal and external
stakeholders, determine the persons of relevant authority and accountability, and resolve mattersrigorously.
1. Provide quality products and services
Earn the trust and acclaim of customers by endeavoring to provide safe, high-quality products
and services based on superior technologies, and by fully respecting and protecting the privacyof personal and customer information. Also, leverage our superior technologies for the sustainablegrowth of our Group and society.
2.

Be open to society
Disclose corporate information actively and engage in constructive dialogues with diverse
stakeholders to enhance our corporate value.

3.

Work with communities
Actively contribute to host communities as a good corporate citizen by emphasizing harmony andcooperation.

4.

Globalize
Endeavor to achieve understanding with people around the world, working from a global
perspective and with respect to international norms, and also local cultures and customs.

5.

Exist harmoniously with the global environment
Actively work to exist harmoniously with the global environment, as well as to raise living
standards and advance societies.

6.

Maintain proper relations with governments and political authorities
Endeavor to build and maintain sound and proper relationships with governments and politicalauthorities.

7. Maintain crisis readiness
Firmly resist all elements and organizations that threaten social order and stability, and refuse allillegal or improper demands. Also, contribute to order and safety in society by thoroughly andmethodically preparing for crises such as terrorism, cyber-attacks, natural disasters and others,
including by ensuring the stable availability of products and services.
8.

Respect human rights
Respect all employees and members of the general public as individuals and refrain from any
discrimination in corporate activities.

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9.

Provide challenging work environments
Provide employees with attractive, safe, healthy and challenging work
environments.

10. Comply with laws and ordinances
Comply with all applicable laws and ordinances, endeavor to compete fairly and freely,
refrain from illegal business activities, promote sound business practices, and be faithfuland sincere in all activities and dealings.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies with and practices all the Principles of the Corporate Governance Code.
[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1.4 Strategic-Shareholdings](1) Policy on strategic holdings of listed stocks
1) The Company’s operating companies, namely JFE Steel Corporation, JFE Engineering
Corporation and JFE Shoji Corporation (hereinafter the “Operating Companies”), do nothold listed stocks as strategic holdings, in principle, provided, however, that stocks of acompany deemed necessary for maintaining and growing the Group’s businesses are
exceptionally held as strategic shareholdings.
(Basic Policy on Corporate Governance 2-1.(5) 1))
2) The Board of Directors meetings regularly confirm the significance of the strategic
shareholdings and whether the benefits and risks of such holdings are commensurate with
their capital cost, and sell strategic shareholdings if there is no significance of suchshareholdings or there is a risk of damage to shareholders’ interest.
(Basic Policy on Corporate Governance 2-1.(5) 2))
In FY2023, the Company sold all or part of 16 stocks for 21.6 billion yen (on a market value
basis).
Furthermore, the Board of Directors, at a meeting held in September 2023, examined thesignificance of its strategic holdings and the return on investment from the above perspective.
(2) Standards on the exercise of voting rights of strategic holdings
The exercise of voting rights of strategic shareholdings is decided upon reviews by Operating
Companies on content of the proposal and is appropriately implemented in consideration ofshareholder interest. To be specific, the content of the proposal is to be checked by the investment
application department and the investment control department, and approval will be given to
proposals which are considered to pose no threat to the maximization of interest of these
Operating Companies as shareholders.
(Basic Policy on Corporate Governance 2-1.(5) 3))[Principle 1.7 Related Party Transactions](1) Competing transactions and conflict of interest transactions between the Company andDirectors or Corporate Officers are to be specified as approval matters in the Board of Directors
meeting in accordance with the regulations of the Board of Directors. If such transactions areto be initiated, the transactions have to be discussed and approved in the Board of Directors
meeting with regard to the rationality, validity, etc. to ensure that the transactions shall not damage
the interest of the Company and its shareholders.
(2) The Company discloses material facts concerning the transactions stated in the preceding
paragraph in an appropriate manner in accordance with laws and regulations.
(3) In order to prevent related parties of the Company from carrying out any insider trading, theCompany stipulates regulations concerning the handling of undisclosed material facts and applies
them strictly.
(Basic Policy on Corporate Governance 2-1.(7))-3-(Translation for reference only)[Supplementary Principle 2.4.1 Ensuring Diversity in the Appointment, etc. of Core Human Resources]< Diversity and inclusion >In this rapidly changing business environment, we believe that the mixing of various values and views
will give rise to unprecedented ideas and solutions, which will lead to the sustainable enhancement ofcorporate value. For this reason, the JFE Group positions the promotion of diversity and inclusion as
an important management issue, and is working to create an environment where human resources withdiverse backgrounds, including gender, nationality and values, and differing lifestyles, are able todemonstrate their capabilities. With regard to the active participation of women in particular, we
revised the appointment of female employees in managerial positions and the ratio of female hires tomore ambitious KPIs from FY2022 following discussions by the Board of Directors. Each Operating
Company formulates and implements company-wide policies through discussions with top executives,and promotes various measures from the perspectives of “recruitment” to increase the number offemale candidates for managerial positions, “establishment” such as enhancing internal and external
networking and presenting role models, and “placement and training” such as creating individual
training programs for female employees.
In addition, in response to “having women account for at least 10% of employees qualified as section
managers and above by 2030 (of which, at least 20% should be in the administrative and sales
divisions),” which is the KPI related to the appointment of female managers, the current percentage ofwomen among employees qualified as section managers and above in the Company and Operating
Companies is 3.9%, and the Company will continue to actively promote the appointment of female
employees in managerial positions.
The company appointed a female Audit & Supervisory Board Member in June 2019 and a female
Director in June 2020.
The Company proactively hires diverse human resources for its mid-career hires, including those withexperience of other industries. The Company engages in fair evaluation regardless of hiring period.
Currently, however, the percentage of mid-career hires qualified as section managers and above at theCompany and its operating companies stands at 18.1%. Going forward, the Company will strive topromote them to managerial positions with the goal of exceeding the current level.
Each Operating Company hires around 10 foreign nationals each year and aims to train them as corehuman resources to promote them to managerial positions. The Company and its Operating Companies
foster and appoint employees without differentiation based on nationality. Going forward, theCompany will strive to promote them to managerial positions with the goal of exceeding the current
level.
<Human resource development>
We are working to enhance training and education, emphasizing the enhancement of each employee’s
capabilities and the fostering of global human resources suited to the expansion of overseas business.
We are also focusing on securing and training the human resources necessary to promote our DX
strategy, which is one of the JFE Group’s management strategies. For example, JFE Steel Corporation
is proceeding with the training of internal data scientists by reskilling in-house human resources who
are familiar with actual operations and manufacturing processes according to their proficiency level.
Approximately 610 persons have been trained as at the end of FY2023, and the number will increase
to 660 persons by the end of FY2024.
<Creating a rewarding workplace>
We are working to create an in-house environment where employees feel rewarded so that diverse
human resources can actively demonstrate their capabilities.
The JFE Group aims to provide diverse employees with work that gives them a sense of job satisfaction
and fulfilment by allowing each employee to choose a flexible working style in accordance with theircircumstances, which in turn leads to improved productivity at the company and is promoting
initiatives for new work styles. For example, we are promoting telework by expanding the work-fromhome system, introducing the core-less flex-time system, introducing chat and online conferencing
tools, promoting RPA, and going paperless with the aim of creating high-added-value work styles
through such initiatives. In addition, in order to improve work-life balance, we are developing a culturethat makes it easier to take vacations by setting recommended annual leave days.
The Company and each Operating Company conduct an engagement survey once a year to regularly
understand employee awareness, identify issues related to job satisfaction, etc., and consider measures.
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For example, JFE Steel Corporation newly established in April 2024 the “Human Resources Strategy
Headquarters” in charge of not only the personnel system but also implementing multifaceted measuresthat include corporate culture change, promoting corporate reform initiatives aimed at increasing
employee job satisfaction and enabling the company and its employees to grow together. The company
plans to implement a series of measures going forward, including formulating a company purpose,
investing in offices and welfare facilities, mainly at manufacturing sites, to create a more positive
working environment, and revising the personnel and wage system with the aim of improving the job
satisfaction of each employee.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
In 2011, JFE Steel Corporation and JFE Engineering Corporation transitioned from a defined benefit
pension plan to a defined contribution pension plan, and the employees eligible for the corporate
pension personally manage their pension assets. However, the part of the pension attributable to thepension recipients and the qualified recipients at the time of the transition is being managed at andpaid out from a general account of a major life insurance company.
JFE Shoji Corporation has a defined benefit pension plan. The company avoids conflicts of interests
between pension fund beneficiaries and the company by entrusting the management of the defined
benefit pension plan to an asset manager who has declared its acceptance of the Stewardship Code,and each asset manager makes investment decisions and exercises voting rights at its discretion.
Each company has assigned a person in charge of pension management to its finance division, andconducts regular monitoring of the asset managers, while making efforts to foster human resources toengage in the management of pension assets.
[Principle 3.1 Full Disclosure](1) The Group has established and discloses its “Corporate Vision,” “Corporate Values” and “JFE
Group Standards of Business Conduct.” Please refer to “I.1. Basic Views” of this report.
(Basic Policy on Corporate Governance 1-2.(3))
The Group also formulated and discloses its Medium-term Business Plan. Detailed
information is available on the Company’s website.
Medium-Term Business Plan
https://www.jfe-holdings.co.jp/en/investor/management/plan/index.html(2) “Basic Policy on Corporate Governance” which stipulates the basic concept, framework andoperation policy concerning corporate governance of the Group has been established and isdisclosed on the Company’s website.
JFE Holdings, Inc. Basic Policy on Corporate Governancehttps://www.jfe-holdings.co.jp/en/company/info/pdf/basic-policy.pdf(Basic Policy on Corporate Governance 1-2., 4-1.)(3) Policies and procedures in determining the remuneration of senior management and Directors
by the Board of Directors
Policy and procedures in determining the remuneration of Directors, etc. are stated in “II.1.(6)Director Remuneration” of this report.
In October 2015, the Company established the Remuneration Committee which comprises of amajority of Outside Directors/Audit & Supervisory Board Members and acts as an advisory bodyof the Board of Directors to ensure fair, objective and transparent remuneration of Directors.
The Remuneration Committee deliberates matters pertaining to the basic policy on the
remuneration of Directors, etc. of the Company and the Operating Companies, and reports to theBoard of Directors.
(Basic Policy on Corporate Governance 4-6.(4))(4) Policies and procedures in appointing and dismissing senior management and nominating
candidates for Directors and Audit & Supervisory Board Members by the Board of Directors


Based on the following views, the Board of Directors decides the candidates for Directors
with the involvement and advice of Outside Directors, and election will be carried out at theGeneral Meeting of Shareholders.
1) The Company’s Board of Directors comprises of members who possess diversified
knowledge, experiences and abilities. The number of the Directors shall not exceed 12.
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2) With regard to inside Directors, persons with appropriate insight to bear decisionmaking of management of the whole Group and supervision of business execution
will be elected from those who possess profound understanding and knowledge on thebusiness by way of processes such as engagement in management of the Company oreach Operating Company.
3)

The Company elects several Independent Outside Directors with composing one-third or
more of the Directors by Independent Outside Directors. Independent Outside Directors
will be elected from persons who are appropriate to bear the responsibility ofstrengthening governance such as those who possess abundant experience as managementin global enterprises or experts who possess profound knowledge, and satisfy theCompany’s Independence Standards.

Based on the following views, the Board of Directors decides the candidates for Audit &Supervisory Board Members with the consent of the Audit & Supervisory Board as well as
the involvement and advice of Outside Directors, and election will be carried out at theGeneral Meeting of Shareholders.
1) The Audit & Supervisory Board comprises of members who possess sufficientknowledge concerning finance and accounting. The number of Audit & Supervisory
Board Members shall not exceed 6, among which half or more shall be Outside Audit &Supervisory Board Members.
2) With regard to inside Audit & Supervisory Board Members, persons withknowledge and experience enabling the auditing of execution of duties by Directors
in an accurate and fair manner, who delivers an insight appropriate to bear thesupervision function will be elected from those who possess profound understanding andknowledge on the business by way of processes such as engagement in management orauditing of the Company or each Operating Company.
3) The Company elects several Independent Outside Audit & Supervisory Board Members.
Independent Outside Audit & Supervisory Board Members will be elected from persons
who are appropriate to bear the role of enhancing auditing function such as those who
possess abundant experience as management in global enterprises or experts who
possess profound knowledge, and satisfy the Company’s Independence Standards.

In October 2015, the Company established the Nomination Committee which comprises of amajority of Outside Directors/Audit & Supervisory Board Members, and acts as an advisory
body of the Board of Directors.
The Nomination Committee deliberates and reports to the Board of Directors on matterspertaining to the basic policy on the election and dismissal of the President of the Company,
proposals for the election of candidates for the President of the Company, succession plans of
the President of the Company, and the nomination of candidates for Outside Directors andOutside Audit & Supervisory Board Members.
Furthermore, in the case where any circumstances requiring the dismissal of the President of theCompany occur, the Nomination Committee deliberates and reports to the Board of Directors ina timely manner.
The Board of Directors deliberates these matters based on the report from the Nomination
Committee.
(Basic Policy on Corporate Governance 4-2.(2) and (5), 4-3.(2) and (4), 4-6.(3))(5) Explanation on each individual election, dismissal and nomination in electing and dismissing thesenior management and nominating candidates for Directors and Audit & Supervisory Board
Members
With regard to the reasons for election of candidates for Outside Directors/Audit & Supervisory
Board Members, “Reasons for Election” are stated in “II.1. (2) Directors and (3) Audit &Supervisory Board Members” of this report.
Reasons for election of inside Directors/inside Audit & Supervisory Board Members are as
follows:-6-

(Translation for reference only)[Inside Directors]
Yoshihisa Kitano
Mr. Kitano has abundant experience and knowledge required in management of the Group,
which he has accumulated through his experience in operations in steel making technology andproduction control departments, and execution of duties as Corporate Officer such as
supervision of steel works and overseas business, corporate planning, and IT in JFE SteelCorporation, the Group’s core company. He also has abundant experience and knowledge as acorporate manager, which was nurtured through his experience as Representative Director,
President and CEO of JFE Steel Corporation. Currently, as Representative Director, President
and CEO of the Company, he is striving to sustain the growth and enhance the corporate valueof the Group. For these reasons, the Company has judged Mr. Kitano to be suitable as a Directorof the Company.
Masayuki Hirose
Mr. Hirose has abundant experience and knowledge required in management of the Group,
which he has accumulated through his experience in operations related to sales of steel products
and management of group companies, and execution of duties as Corporate Officer in thecorporate planning division and management divisions such as general administration andprocurement departments in JFE Steel Corporation, the Group’s core company. Currently, as
Representative Director, President and CEO of JFE Steel Corporation, he is making aggressive
efforts such raising selling prices, strengthening the revenue base through expanded sales ofhigh value-added products, deepening overseas business strategies, and promoting growthstrategies through expansion of the solutions business. For these reasons, the Company has
judged Mr. Hirose to be suitable as a Director of the Company.
Masashi Terahata
Mr. Terahata has abundant experience and knowledge required in management of the Group,
which he has accumulated through his experience in operations such as general administrationand legal departments in the Company as well as operations in human resources and labor
relations departments, and execution of duties as Corporate Officer in management divisions
such as accounting, finance and procurement departments in JFE Steel Corporation, the Group’s
core company. He also has abundant experience and knowledge as a corporate manager throughhis experience as Representative Director and Executive Vice President of JFE Steel Corporation,and currently, as Representative Director, Executive Vice President of the Company, he isengaged in management control of the Group and implementation of financial and capital
policies, while implementing management control of JFE Steel Corporation, the Group’s corecompany, as its part-time Director. For these reasons, the Company has judged Mr. Terahata to
be suitable as a Director of the Company.
Toshinori Kobayashi
Mr. Kobayashi has abundant experience and knowledge required in management of the Group,
which he has accumulated through his experience in operations related to sales of automobile
steel, and execution of duties as Corporate Officer such as supervision of sales divisions in JFE
Steel Corporation, the Group’s core company. In addition, Mr. Kobayashi has abundant
experience and knowledge as a corporate manager, which was nurtured through his experience
as Representative Director and Executive Vice President of JFE Steel Corporation. Currently, as
Representative Director, President and CEO of JFE Shoji Corporation, the Group’s corecompany, he is making aggressive efforts such as reinforcing the domestic earnings base, andexpanding overseas business. For these reasons, the Company has judged Mr. Kobayashi to besuitable as a Director of the Company.
Kazuyoshi Fukuda
Mr. Fukuda has abundant experience and knowledge required in management of the Group,
which he has accumulated through his experience in sales and design of businesses related towater and wastewater treatment plants, his management experience at group companies of JFE
Engineering Corporation, the Group’s core company, and his execution of a wide range of duties
as Corporate Officer such as promotion of recycling business and supervision of overseas-7-

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business in JFE Engineering Corporation. In addition, Mr. Fukuda has abundant experience andknowledge as a corporate manager, which was nurtured through his experience as Senior Vice
President of JFE Engineering Corporation, and currently, as Representative Director, President
and CEO of JFE Engineering Corporation., he is making aggressive efforts such as reinforcing
the domestic earnings base, and expanding overseas business. For these reasons, the Company
has judged Mr. Fukuda to be suitable as a Director of the Company.
[Inside Audit & Supervisory Board Members]
Nobuya Hara
Mr. Hara has abundant experience and knowledge of finance and accounting, which he has
accumulated through work in corporate planning, accounting and finance at JFE SteelCorporation, the Group’s core company, and through accounting work at the Company. He also
has abundant experience and knowledge acquired through work in management of groupcompanies at JFE Steel Corporation and while serving as an Audit & Supervisory Board
Member of JFE Steel Corporation. Based on such experience and knowledge, as well as his
performance as an Audit & Supervisory Board Member of the Company since he assumed officeas such, the Company has judged Mr. Hara to continue to execute appropriately his duties as an Audit& Supervisory Board Member.
Nakaba Akimoto
Ms. Akimoto has abundant experience in properly designing and operating the Group’s internal
control systems and other operations through work in legal affairs of the Company and JFE SteelCorporation, the Group’s core company. In addition, she has insights as a lawyer in the State of
New York, U.S.A. and is currently serving as an Audit & Supervisory Board Member of JFE
Engineering Corporation and JFE Shoji Corporation, which are the core companies of the Group.
Based on such experience and knowledge, we believe that she is capable of accurately and fairly
auditing the execution of duties by the Directors, and we have judged Ms. Akimoto to be suitable
as an Audit & Supervisory Board Member of the Company.
[Supplementary Principle 3.1.3 Sustainability Initiatives, etc.]<Sustainability Initiatives>
With regard to the JFE Group’s sustainability initiatives, the Company has prepared and published the“JFE GROUP REPORT (Integrated Report)” summarizing the Company’s value creation initiatives,
as well as the “JFE Group Sustainability Report” comprehensively describing the Company’s initiatives
from an ESG perspective.
JFE GROUP REPORT (Integrated Report)
https://www.jfe-holdings.co.jp/en/investor/library/group-report/index.html
JFE Group Sustainability Reporthttps://www.jfe-holdings.co.jp/en/sustainability/index.html<System for Promoting Sustainability>
From the perspective of preventing damage to and enhancing the corporate value of the JFE Group, we
have established the JFE Group Sustainability Council, chaired by the President of JFE Holdings Inc.,and composed of the Vice President, Corporate Officers, full-time Audit & Supervisory Board
Members, and the Presidents of each operating company, etc., as a system to supervise and guide thesustainability initiatives of the entire Group, including risk management. Under the JFE Group
Sustainability Council, we have established the JFE Group Compliance Committee, the JFE Group
Environmental Committee, the JFE Group Internal Control Committee, the JFE Group Information
Security Committee, the Public Disclosure Committee, and the Corporate Value Enhancement
Committee to supervise policy deliberations as a Group and the status of policy penetration, share
information on issues, problems that have arisen and examples of countermeasures, and to supervise
and guide the JFE Group’s sustainability initiatives. In addition, topics discussed by the JFE Group
Sustainability Council include the Group’s basic policies, activity plans, details of important measures,and responses to important situations. These topics are regularly reported to and discussed by the Boardof Directors, and thereby the Council receives instructions from and is supervised by the Board of-8-

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Directors.
Each Operating Company has its own organizational body, which operates in collaboration with the
JFE Group Sustainability Council to promote Group-wide initiatives from the perspective of preventing
damage to and enhancing the corporate value of the JFE Group. JFE Steel Corporation has establishedcommittees and sub-committees under the Sustainability Council in areas such as compliance, global
environment, risk management, safety and disaster prevention, customer satisfaction, social
contributions, etc., and has been actively conducting the activities in each area, while promoting
sustainability awareness together with the Group companies. JFE Engineering Corporation and JFE
Shoji Corporation have also established committees related to compliance and the environment, andare working on sustainability.
In order to enhance environmental initiatives, each Operating Company established not only an
independent environmental management organization but also a system for environmental audits by
the internal auditing department, and is also striving to further ensure quality control. In order to preventthe occurrence of fraud concerning quality assurance, each Operating Company, including the Group
companies, has a quality assurance management organization which is independent from design andmanufacturing departments and conducts audits on quality assurance.
<TCFD Disclosure>
In May 2019, the Company announced its endorsement for the final report of the Task Force on
Climate-related Financial Disclosures (TCFD) released in June 2017. In the “JFE GROUP REPORT(Integrated Report)” and the “JFE Group Sustainability Report,” the Company has proclaimed that it
views the response to climate change as a critical management issue for the JFE Group, and that theGroup is communicating a long-term vision and messages, engaging in scenario analyses andimproving and expanding information disclosure in line with TCFD recommendations, and proactively
addressing risks and opportunities in order to support the sustainable growth of the Group.
<Investment, etc. in Human Capital and Intellectual Property>
For the JFE Group to continue to enhance corporate value into the future in this increasingly complex
and rapidly changing business environment, the power of each employee who supports this is important.
The Company has established the “JFE Group’s Basic Policy on Human Resources Management” andthe “JFE Group Health Declaration,” and we are working on measures to maximize the capabilities andactivities of employees through investment in human capital.
The Company has published these initiatives in the “JFE GROUP REPORT (Integrated Report)” andthe “JFE Group Sustainability Report.”
Furthermore, as an investment in intellectual property, the JFE Group conducts highly creative R&D
regarding intellectual property at each Operating Company. The formulation of Group-wide R&D
strategy and the selection and promotion of important, cross-functional issues is discussed at meetingsof the Group Management Strategy Committee chaired by the President of the Company, and these areengaged in by all Operating Companies working together as one. Key R&D initiatives, the current stateof R&D, and R&D results at each Operating Company, in addition to R&D expenses for the entire
Group for the fiscal year, are published in the Annual Securities Report. Furthermore, as an R&D result,the Group’s number of domestic and overseas registered patents is published in the JFE GROUPREPORT (Integrated Report). During the Seventh Medium-term Business Plan period (2021 to 2024),
the Company plans to invest 340 billion yen and 120 billion yen, respectively, in GX*1 and DX*2
including R&D.
*1 Green transformation*2 Digital transformation-9-

(Translation for reference only)[Supplementary Principle 4.1.1 Summary of Scope of Delegation from the Board of Directors to Management](1) Based on the fiduciary duty to shareholders, the Board of Directors takes the responsibility toensure sustainable growth of the Company and the enhancement of medium to long-term
corporate value. In accordance with laws and regulations, the Articles of Incorporation andrelated regulations of the Company such as the regulations of the Board of Directors, theBoard of Directors makes material decisions on management including formulation ofmanagement plans of the Group and basic policies on management. Further, the Board of
Directors supervises the overall management including business execution by the executive
person.
(2) According to the internal rules of the Company, the Company establishes clear standards whichclarify the authority of decision-making and the decision-making procedures concerning thematters pertaining to the Company and each company within the Group, and significant matters
are subject to deliberation at the Company’s JFE Group Management Strategy Committee orManagement Committee and resolution of the Company’s Board of Directors.
(3) For the purpose of facilitating prompt decision-making related to business execution, theauthority of making decisions other than those related to significant business execution set forthin the regulations of the Board of Directors, in principal, is given to Corporate Officers in chargeof the corresponding business.
(Basic Policy on Corporate Governance 4-2.(1))[Principle 4.9 Independence Standards for Independent Directors]
The Company has established a set of Standards for Independence of Outside Directors/Audit &Supervisory Board Members, the outline of which is stated in “II.1.(4) Independent Directors/Audit &Supervisory Board Members” of this report and disclosed on the Company’s website.
Standards for Independence of Outside Directors/Audit &Supervisory Board Members of JFE
Holdings, Inc.
https://www.jfe-holdings.co.jp/en/company/info/pdf/independence.pdf(Basic Policy on Corporate Governance, Appendix, 4-2.(2) and (5))[Supplementary Principle 4.10.1 Appropriate Involvement and Advice of Independent Outside Directors
through the Establishment of an Independent Nomination Committee and Remuneration Committee]
In October 2015, the Company established the Nomination Committee and Remuneration Committee
which act as an advisory body of the Board of Directors to ensure fair, objective and transparent
personnel affairs and remuneration of the Board of Directors.
Both committees comprise of a majority of Outside Directors/Audit & Supervisory Board Members,
respectively, and the chairpersons are determined from Outside Directors/Audit & Supervisory Board
Members. Details of both committees are stated in “II. 1. Supplementary Explanation” of this report.
[Supplementary Principle 4.11.1 View on Appropriate Balance between Knowledge, Experience and Skillsof the Board of Directors as a Whole, and on Diversity and Size of the Board](1) The Company’s Board of Directors comprises of members who possess diversified knowledge,
experiences and abilities. The number of the Directors shall not exceed 12.
(2) With regard to inside Directors, persons with appropriate insight to bear decision-making ofmanagement of the whole Group and supervision of business execution will be elected fromthose who possess profound understanding and knowledge on the business by way ofprocesses such as engagement in management of the Company or each Operating Company.
(3) The Company elects several Independent Outside Directors with composing one-third or more of
the Directors by Independent Outside Directors. Independent Outside Directors will be electedfrom persons who are appropriate to bear the responsibility of strengthening governance suchas those who possess abundant experience as management in global enterprises or experts
who possess profound knowledge, and satisfy the Company’s Independence Standards.
(Basic Policy on Corporate Governance 4-2.(2))(4) The Board of Directors identifies the skills needed for Company management and,per the Appendix, prepares a summary matrix of the main skills, etc. which each
Director and Audit & Supervisory Board Member possesses. The Board of Directors
will continue to review the skills, etc. needed by the Company and disclose these ina timely manner.
One of the eight Directors and one of the five Audit & Supervisory Board Members are female. In
addition, in terms of internationality as well, the Company has elected Directors and Audit &- 10 -

(Translation for reference only)
Supervisory Board Members who have abundant knowledge, experience and ability as corporate
managers of global enterprises.
The Company will continue to strive to ensure diversity of the Board composition not only in terms
of knowledge and experience in various fields but also in terms of gender and internationality.
[Supplementary Principle 4.11.2 Concurrent Posts Assumed by Directors and Audit & Supervisory
Board Members]
The Company discloses significant concurrent positions of Directors and Audit & Supervisory Board
Members as well as candidates thereof in the Notice of the Ordinary General Meeting of Shareholdersof the Company each year.
Notice of the 22nd Ordinary General Meeting of Shareholders -page40https://www.jfe-holdings.co.jp/en/investor/kabushiki/pdf/shosyu/22-20240606.pdf
The significant concurrent positions of Outside Directors and Outside Audit & Supervisory Board
Members as of the date of the update of this report are also shown in “II.1.(2) Directors” and “(3)Audit & Supervisory Board Members” of this report.
(Basic Policy on Corporate Governance 4-2.(4) 2), 4-3.(3) 2))[Supplementary Principle 4.11.3 Analysis and Evaluation of the Effectiveness of the Board of Directors]
In line with the Basic Policy on Corporate Governance, the Board of Directors of the Company has been
evaluating the overall effectiveness of the Board of Directors since FY2015 and has been conducting
analysis and evaluation by using a third-party organization to incorporate an objective standpoint
independent from the Company since FY2018. In FY2023, the Company conducted a survey aimed at all
the Directors and Audit & Supervisory Board Members concerning the following items.
In addition, the results of the initiatives taken in FY2023, based on opinions and recommendation
obtained from the analysis and evaluation conducted in FY2022, were also examined.
[Main content of survey]
I. Operational framework for the Board of Directors(Composition and operations of the Board of Directors, support and cooperation framework of
the Secretariat, and culture)
II. Supervision function of the Board of Directors and functions of the advisory committees(Supervision function and status of discussions at the Board of Directors, status of discussions
at the advisory committees, etc.)
III. Relationships with shareholders and stakeholders
As a result of discussions at the Board of Directors based on the survey results and evaluation by thethird-party organization, the Board of Directors determined that its overall effectiveness was ensured
through robust discussions at its meetings, as comments were proactively expressed, with the help of
substantial preliminary briefing sessions at meetings of Outside Directors and Outside Audit &Supervisory Board Members and appropriate proceedings by the chairperson.
Initiatives in FY2023 based on the evaluation results of the Board of Directors’ effectiveness up to
last year are as follows:- In addition to reviewing KPIs related to diversity and inclusion and human resource development
and discussing the Corporate Ethics Awareness Survey that has been conducted in the past, theCompany had the results of engagement surveys and responses to them reported to the Board of
Directors, thereby enhancing discussions on human capital management.
- The Company had initiatives for carbon neutrality and human rights due diligence reported to theBoard of Directors to check their progress and discuss next challenges. Furthermore, the Company
had sustainability issues and risk management matters, such as the Group’s BCP development andbiodiversity policy, reported to the Board of Directors in order to enhance discussions on them.
- The Company enhanced reporting on risk information at the operating companies and the Group
companies, as well as initiatives for management issues. In addition, to further promotecompliance awareness and prevent risks from materializing, the frequency of the Corporate Ethics
Awareness Survey was revised with the aim of identifying issues in a more timely manner. We
will continue to improve our group-wide risk management based on Board discussions.
- 11 -

(Translation for reference only)
The accurate and fair auditing of Directors’ execution of their duties by Audit & Supervisory Board
Members and their proactive voicing of opinions and questions regarding the management decisionmaking and reporting at the Board of Directors meetings have vitalized deliberations at the Board
meetings. It was thus determined that the Company is functioning effectively as a company with an
Audit & Supervisory Board.
Furthermore, the following main issues were extracted from this survey for further improvement ofeffectiveness.
- To achieve sustainable growth, the Company should evaluate its vision for the Group and longterm strategy, while also further enhancing discussions on critical management issues such as
human capital management and respect for human rights.
- From the perspective of improving corporate value, the Company should organize agenda items for
the Board of Directors in order to achieve both speedy decision-making and the supervisory
function, while also continuing to evaluate its governance structure, including further diversity
enhancement.
- To further strengthen risk management across the Group, the Company should continue to consider
enhancing reporting to the Board of Directors on risk information, including that of subsidiaries
and affiliates.
Bearing the above points in mind, initiatives will be proactively undertaken to further increase theeffectiveness of the Board of Directors and enhance the corporate value of the Group.
(Basic Policy on Corporate Governance 4-2.(7))[Supplementary Principle 4.14.2 Training Policy for Directors and Audit & Supervisory Board Members]
With regard to matters concerning laws and regulations, corporate governance and risk management,
etc. necessary for appropriate accomplishment of the roles and duties of Directors and Audit &Supervisory Board Members, the Company provides training opportunities and funding support
appropriate for each Director and Audit & Supervisory Board Member at the time they assume officeand continuously thereafter. In addition, especially for Outside Directors and Outside Audit &Supervisory Board Members, information is provided such as briefings on the Company’s business
content, performance, finance and management issues and site visits of major business bases.
(Basic Policy on Corporate Governance 4-5.)[Principle 5.1 Policies concerning Improvement of Systems and Measures for Promoting Constructive
Dialogue with Shareholders](1) The Company makes effort to contribute to the enhancement of sustainable growth of corporate
value through dialogue with shareholders and investors, and establishes the Investor Relations
and Corporate Communications Dept. responsible for promoting constructive dialogue.
(2) In addition to the appointment of Directors/Corporate Officers who supervise and are in chargeof the Investor Relations and Corporate Communications Dept. as the persons responsible
for promoting constructive dialogue with shareholders and investors, the Investor Relations andCorporate Communications Dept. acts as the core and ensures close collaboration including
appropriate exchange of information with related departments providing assistance to facilitate
dialogue.
(3) In order to promote active dialogue with institutional investors, a Representative Director offers
various briefings concerning Medium-term Business Plan and results announcements, etc., anddomestic and international investors’ interviews, etc. With regard to individual shareholders andinvestors, corporate briefings and plant tours are organized.
(4) The Company collects opinions and questions from the dialogue regularly, reports and sharesinformation with Directors, Audit & Supervisory Board Members and Corporate Officers.
(5) The Company establishes the disclosure policy and endeavors to prevent leakage of insider
information and provide fair disclosure.
(Basic Policy on Corporate Governance 2-1.(3))
The status of dialogue implementation in FY2023 based on the above policy is as follows.
● Main persons engaged in dialogue with shareholders: Representative Director, Directors/Corporate
Officers who supervise and are in charge of the Investor Relations and Corporate Communications
Dept.
- 12 -

(Translation for reference only)● Overview of shareholders with whom dialogue was held:- IR interviews (mainly aimed at fund managers and analysts of institutional investors): 54 domestic
companies (181 interviews), 86 overseas companies (150 interviews)- SR interviews (mainly aimed at institutional investors in charge of ESG and the exercise of voting
rights of institutional investors): 25 domestic companies (44 interviews), 18 overseas companies(25 interviews)- Investors’ meetings and ESG briefings (aimed at analysts and persons in charge of ESG, etc.): 5
times in total- Online corporate briefings (aimed at individual investors): About 2,000 views- On-site/online plant tours (mainly aimed at individual investors): Approximately 1,900 persons (14times in total)● Main dialogue themes and matters of interest to shareholders:・Performance and share price・PBR (Price-to-Book Ratio)
・Progress of the Medium-term Business Plan and growth strategy
・Efforts to address ESG issues (carbon neutrality, human rights due diligence, diversity andinclusion, linking non-financial indicators to remuneration for Directors and Corporate Officers,etc.)● Status of feedback to Senior Management and the Board of Directors regarding opinions andconcerns identified through dialogue:
As stated in the above policy (4). What we have learned through dialogue and the results of thatinternal feedback have been incorporated into many of our efforts to address ESG issues, including
carbon neutrality initiatives, and related information disclosure.
The following are some of those initiatives.
<Measures>• Establishment and revision of CO2 emission reduction targets• Start of human rights due diligence• Introduction of non-financial indicators to remuneration for Directors and Corporate Officers• Start of initiatives in line with TNFD’s LEAP approach<Information disclosure/enhancement>• Disclosure of investment projects and others aimed at achieving CO2 emission reduction targets• Disclosure of climate change KPI portion in remuneration for Directors and Corporate Officers[Measures to realize management that is aware of capital cost and share price]
The Company recognizes the share price as one of the critical management indicators. In the Seventh
Medium-term Business Plan (2021 to 2024, hereinafter the “7th Medium-term Plan”) announced in May
2021, the Company is aiming to consistently achieve ROE (10% or more) that exceeds the cost of equity
capital.
However, the Company’s PBR (Price-to-Book Ratio) is well below 1.0. This may be because the steel
industry’s performance is highly volatile, and the future of the steel industry remains highly uncertain
amid the declining birthrate, aging population, and decarbonization.
Under such circumstances, in terms of performance volatility, we believe that we have built, to a certain
extent, a structure that generates stable earnings not affected by the external environment, throughstructural reforms and a pivot from quantity to quality in the steel business under the 7th Medium-term
Plan.
Going forward, we will make aggressive investments based on stable earnings and steadily achieve ROE
that exceeds the cost of equity capital, demonstrating a growth strategy welcomed by the market.
Furthermore, in response to market concerns over decarbonization, we will strive to complete thedevelopment of ultra-innovative technologies aimed at achieving carbon neutrality by mid-2030.
By the end of FY2024, we will formulate a long-term vision that incorporates these goals and the next
Medium-term Business Plan based on that vision. We will proactively disclose the progress and results ofthe vision and the plan through investor relations activities and other means, with an aim to increase
corporate value and improve market valuation.

- 13 -

(Translation for reference only)

2. Capital Structure(1) Foreign Shareholding Ratio(2) Status of Major Shareholders

30% or more

Name / Company Name
The Master Trust Bank of Japan, Ltd. (trust account)
Custody Bank of Japan, Ltd. (trust account)
Nippon Life Insurance Company
JFE Employees Stock Ownership Plan
JPMorgan Securities Japan Co., Ltd.
STATE STREET BANK WEST CLIENT – TREATY 505234
Mizuho Bank, Ltd.
JFE Business Partners Stock Ownership Plan
JP MORGAN CHASE BANK 385781
The Dai-ichi Life Insurance Company, Limited(3) Controlling Shareholder (except for Parent Company)(4) Parent Company

Number of Shares
Owned (Shares)
88,084,600
41,265,220
15,855,261
13,096,772
12,504,093
12,464,990
9,776,680
9,623,767
8,068,533
7,679,625―
None

Shareholding Ratio (%)
13.84
6.48
2.49
2.06
1.96
1.96
1.54
1.51
1.27
1.21

(5) Supplementary Explanation
1)

Mizuho Bank, Ltd. submitted the Report of Possession of Large Volume (Change Report),
available for public inspection as of June 22, 2023 (date on which reporting obligation arose:
June 15, 2023), which states that four companies jointly own the following shares. However,as of March 31, 2024, the Company could not confirm the number of beneficially owned
shares and thus did not include them in the Status of Major Shareholders, as stated above.
The shareholding status of the report is as follows.
Number of sharecertificates owned(thousand shares)
9,776
1,164
677
14,42026,039Name / Company Name
Mizuho Bank, Ltd.
Mizuho Securities Co., Ltd.
Mizuho Trust & Banking Co., Ltd.
Asset Management One Co., Ltd.
Total
2)

Holding ratio of sharecertificates, etc. (%)
1.59
0.19
0.11
2.35
4.24

Nomura Securities Co., Ltd. submitted the Report of Possession of Large Volume (Change
Report), available for public inspection as of October 6, 2023 (date on which reporting
obligation arose: September 29, 2023), which states that three companies jointly own thefollowing shares. However, as of March 31, 2024, the Company could not confirm thenumber of beneficially owned shares and thus did not include them in the Status of Major
Shareholders, as stated above.
The shareholding status of the report is as follows.
Name / Company Name
Nomura Securities Co., Ltd.
NOMURA INTERNATIONAL PLC
Nomura Asset Management Co., Ltd.
Total

- 14 -

Number of sharecertificates owned(thousand shares)
5,375
2,261
27,26834,905

Holding ratio of sharecertificates, etc. (%)
0.84
0.35
4.26
5.39

(Translation for reference only)
3) Nomura Securities Co., Ltd. submitted the Report of Possession of Large Volume (Change
Report), available for public inspection as of December 5, 2023 (date on which reporting
obligation arose: November 30, 2023), which states that ten companies jointly own thefollowing shares. However, as of March 31, 2024, the Company could not confirm the numberof beneficially owned shares and thus did not include them in the Status of Major Shareholders,
as stated above.
The shareholding status of the report is as follows.
Name / Company Name
BlackRock Japan Co., Ltd.
BlackRock Advisers, LLC
BlackRock Financial Management,
Inc.
BlackRock Fund Managers Limited
BlackRock Asset Management Canada
LimitedBlackRock Asset Management Ireland
LimitedBlackRock Fund Advisors
BlackRock Institutional Trust Company,
N.A.
BlackRock Investment Management (UK)
LimitediShares (DE) I Investmentaktiengesellschaft
mit Teilgesellschaftsvermogen
Total

Number of sharecertificates owned(thousand shares)
11,9901,431

Holding ratio ofshare certificates,etc. (%)
1.88
0.22

779

0.12

1,174

0.18

836

0.13

4,226

0.66

11,731

1.83

8,186

1.28

1,242

0.19

1,291

0.20

42,891

6.70

3. Corporate Attributes(1) Listed Stock Market and Market Section

Tokyo Stock Exchange, Prime Market(2) Fiscal Year-End(3) Type of Business(4) Number of Employees (consolidated) as of the Endof the Previous Fiscal Year
(5) Sales (consolidated) as of the End of the Previous
Fiscal Year
(6) Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal Year

March
Iron & Steel
1,000 or more
1 trillion yen or more
300 or more

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with
Controlling Shareholder―

5. Other Special Circumstances which may have Material Impact on Corporate Governance(1) Significance of having listed subsidiaries and affiliates based on group management approach andpolicies
To put into practice its Corporate Vision of “contributing to society with the world’s most innovativetechnology” and to realize sustainable growth and enhancement of medium- to long-term corporate
value, the Company forms a corporate group comprising companies with high expertise, divides
business functions within the Group and conducts businesses development outside of the Group.
Within this corporate group, JFE Steel Corporation, a subsidiary of the Company, owns one listed
subsidiary and four listed affiliates described below.
For the listed subsidiary among them, the Company seeks an optimal structure based on the business- 15 -

(Translation for reference only)
relationship with JFE Steel Corporation, its parent company, and maintains its listing based on acomprehensive judgement that listing is necessary for the company’s growth and increasing the valueof the Group as a whole, from the perspective of market recognition and credibility in funding, sales
and marketing, and hiring.
In addition, the four listed affiliates maintain their listing as a means to enhance their competitivenessfrom the perspectives of market recognition and credibility in funding, sales and marketing, and hiring.
JFE Steel Corporation holds some shares in the four companies because of associated benefits such as
the exchange of steel manufacturing-related technologies and human resources.
<Listed subsidiary>[JFE Systems, Inc.] (Tokyo Stock Exchange, Standard Market)
JFE Systems is mainly engaged in systems integration and solutions for the planning, design,development, operation, and maintenance of information systems, as well as in building systems using
its products and IT infrastructure solutions that support business systems.
Computer systems in the steel business support overall business activities, such as receiving orders,manufacturing, shipping products, and controlling quality, and are an important base for using diverse
data. In addition, as digital transformation (DX) progresses, ensuring the accumulation of know-how
and the continuity of personnel exchange will be essential for maintaining the competitiveness of JFE
Steel Corporation.
JFE Systems, Inc.’s predecessor, Kawasaki Steel Systems R&D Corporation, was listed on the 2nd
Section of the Tokyo Stock Exchange in March 2001. As of March 31, 2024, the JFE Group holds
67.9% shares of JFE Systems, Inc.
<Listed affiliates>[Gecoss Corporation] (Tokyo Stock Exchange, Prime Market)
Gecoss Corporation is mainly engaged in the rental and sales of temporary construction materials, aswell as in design and construction of temporary works, etc. Gecoss Corporation’s predecessor,
Kawasho Lease System Co., Ltd., was listed on the 2nd Section of the Tokyo Stock Exchange inAugust 1994 and was subsequently reassigned to the 1st Section of the Tokyo Stock Exchange in
September 1996.
Furthermore, Gecoss Corporation used to be a subsidiary of JFE Steel Corporation, but it wasdetermined that further enhancing Gecoss Corporation’s independence as well as strengthening its
existing business and creating new business opportunities through a capital and business alliance with
Mizuho Leasing Company, Limited would contribute to increasing the corporate value of the company
and the JFE Group. As such, some shares of Gecoss Corporation were sold to Mizuho Leasing
Company, Limited in May 2024. The JFE Group as a whole currently holds 39.5% shares of thecompany.
[SHINAGAWA REFRACTORIES CO., LTD.] (Tokyo Stock Exchange, Prime Market)
SHINAGAWA REFRACTORIES CO., LTD. is mainly engaged in the manufacture and sale ofrefractories as well as engineering services such as furnace design and construction. Shinagawa
Shirorenga, the predecessor of the company, was listed on the 1st Section of the Tokyo Stock Exchange
in May 1949 and subsequently became an affiliate of JFE Steel Corporation. As of March 31, 2024,
the JFE Group holds 34.9% shares of SHINAGAWA REFRACTORIES CO., LTD.
[NIPPON CHUZO K.K.] (Tokyo Stock Exchange, Standard Market)
NIPPON CHUZO K.K. is mainly engaged in the formed and fabricated materials business to
manufacture a variety of casting products and the engineering business to design and manufacture
bridge components, etc. The company was listed on the 2nd Section of the Tokyo Stock Exchange in
October 1961. As of March 31, 2024, the JFE Group holds 36.2% shares of NIPPON CHUZO K.K.
[NIPPON CHUTETSUKAN K.K.] (Tokyo Stock Exchange, Standard Market)
NIPPON CHUTETSUKAN K.K. is mainly engaged in the manufacture and sale of ductile iron pipes
and polyethylene pipes, as well as water pipe laying works. The company was listed on the 2nd Sectionof the Tokyo Stock Exchange in July 1962 and subsequently became an affiliate of JFE SteelCorporation. As of March 31, 2024, the JFE Group holds 30.0% shares of NIPPON CHUTETSUKAN
K.K.
The aforementioned five companies are subject to rules different from those applicable to otherconsolidated subsidiaries and affiliates based on the guidelines of the Ministry of Economy, Trade and- 16 -

(Translation for reference only)
Industry and the Tokyo Stock Exchange regarding listed subsidiaries, and other measures are also
taken so as to ensure that each of the companies conducts autonomous corporate activities exercisingautonomy and flexibility. Each company also secures management independence as listed companies
mainly by appointing outside directors who are independent from each company, JFE SteelCorporation and the Company and by establishing special committees composed of independent
members such as independent outside directors, and makes sure that the interests of the said subsidiaryor affiliate, as well as the interests of shareholders of the subsidiary or affiliate other than the Company,
will not be unfairly impaired.
With regard to the adjustment and allocation of business opportunities and business areas for the listed
subsidiary and affiliates, the Company respects autonomous management decisions made by eachcompany, except in cases where such decisions have a significant impact on the Company’s
consolidated financial statements.
In addition, each company independently raises and manages funds based on its own financial strategy.
Although the Company receives fund deposits from the listed subsidiary, the transaction terms are
determined rationally in consideration of market interest rates, etc.
With respect to matters necessary for the Group’s risk management, prior consultation and reportingare required from each company while securing their independent decision-making, so as to implement
risk management as a member of the Group companies.
(2) Measures to ensure the effectiveness of governance systems at listed subsidiaries and affiliates
Each company independently formulates its own proposals regarding the nomination of officers. JFE
Steel Corporation fully respects the independence of each company and the decisions made by eachcompany’s nomination committee, and exercises its voting rights with the aim of improving eachcompany’s corporate value in the medium to long term.
To maximize the benefits of technological and personnel exchanges with each company, the Company
and JFE Steel Corporation may recommend director candidates in some cases.
Furthermore, the Company shall regularly verify the significance of maintaining the listing of the listed
subsidiaries and take necessary measures upon confirmation at its Board of Directors. The content
herein was verified and discussed at a Board of Directors meeting held in May 2024.

II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation(1) Organization Form

Company with Audit & Supervisory Board(2) Directors
1) Maximum Number of Directors Stipulated in Articles of Incorporation

122) Term of Office Stipulated in Articles of Incorporation

1 year3) Chairperson of the Board

President

4) Number of Directors

85) Appointment of Outside Directors

Appointeda) Number of Outside Directors

3b) Number of Independent Directors

3- 17 -

(Translation for reference only)c) Outside Directors’ Relationship with the Company (1)Relationship with the Company*
Name
Attribute
a
b
c
d
e
f
G
Masami Yamamoto

From another company

Yoshiko Ando
Keiichi Kobayashi

OthersFrom another company

*
*
*

h

i

j

k

△
△

“○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past“●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the pastCategories for “Relationship with the Company”
a. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides compensation as a director/audit &supervisory board member
g. Major shareholder of the Company (or an executive of the said major shareholder if theshareholder is a legal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to anyof d, e, or f) (the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/audit &supervisory board member are mutually appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (thedirector himself/herself only)
k. Othersd) Outside Directors’ Relationship with the Company (2)Designation
Supplementary Explanation ofas
Name
Independent the RelationshipDirector
Masami(Significant concurrent posts)○
Yamamoto
Outside Member of the Board of
Directors of Mizuho Financial
Group, Inc.

Reasons of Appointment

Mr. Yamamoto has been successful inmanaging Fujitsu Limited for many
years, a company that engages in the
total solutions business globally in ICT
fields, and has been involved
reforming conventional business(Attributes of Outside Director)
In FY2023, transactions between structures and processes in the rapidlychanging ICT industry. The Company
Fujitsu Limited, where Mr.
expects him to play a role in
Yamamoto served asstrengthening governance based on
Representative Director until June such extensive experience and broad
2017, and the Company and its
insight in corporate management.
operating companies (JFE SteelBased on such in-depth knowledge andCorporation, JFE Engineering
his outstanding insight, as well as his
Corporation and JFE Shoji
performance as an Outside Director of
Corporation) did not exceed 1% of the Company since he assumed office
the annual consolidated net sales
as such, the Company has judged Mr.
(revenue) of either the Company or Yamamoto to be suitable as an Outside
Fujitsu Limited.
Director of the Company.
Accordingly, Fujitsu Limited- 18 -

(Translation for reference only)

YoshikoAndo○does not fall under the category ofa person for whom the Company
or its operating company is amajor business partner (see * in“II. 1. [Independent
Directors/Audit & Supervisory
Board Members]” of this report)
or a person who is a major
business partner of the Company
or its operating company.
As of March 31, 2024, neither theCompany nor any of its operatingcompanies owned any shares of
Fujitsu Limited.

In addition, Mr. Yamamoto satisfies
the standards for independence
stipulated in the “Securities Listing
Regulations” and the IndependenceStandards established by the Company,
and would have no conflict of interests
with general shareholders. Hence, theCompany has designated Mr.
Yamamoto as Independent Director,
based on the judgment that Mr.
Yamamoto is capable of adequately
bearing the supervision function froma standpoint independent from the
management of the Company.

(Significant concurrent posts)
Outside Director of Kirin Holdings
Company, Limited
Outside Director of Sansei
Technologies, Inc.

Ms. Ando has worked as anadministrative official for many years,
engaged in policy making in laboradministration including woman’s
active participation in the workforce.
The Company expects her to play a rolein strengthening governance based onsuch professional expertise andabundant experience in a wide range offields of employment and labor.
Although she has no experience ofparticipating in corporate management
other than as an outside director oroutside audit & supervisory board
member, based on such in-depth
knowledge and outstanding insight, as
well as her performance as an Outside
Director of the Company since she
assumed office as such, the Company
has judged Ms. Ando to be suitable asan Outside Director of the Company.
In addition, Ms. Ando satisfies thestandards for independence stipulated in
the “Securities Listing Regulations” andthe Independence Standards establishedby the Company, and would have noconflict of interests with generalshareholders. Hence, the Company has
designated Ms. Ando as Independent
Director, based on the judgment that
Ms. Ando is capable of adequately
bearing the supervision function from astandpoint independent from the
management of the Company.

- 19 -

(Translation for reference only)
Keiichi○
Kobayashi(Significant concurrent posts)
Chairman of the Board of
Furukawa Electric Co., Ltd.
Outside Director of NTT DATAJapan Corporation

Mr. Kobayashi has been successful inmanaging Furukawa Electric Co., Ltd
for many years, which engages in awide range of businesses centered on
copper and other materials andindustrial machinery, and has
remarkable knowledge of metallic(Attributes of Outside Director)
materials. He has worked to build andIn FY2023, transactions between
Furukawa Electric Co., Ltd, where strengthen marketing and sales
systems, including at overseas
Mr. Kobayashi served as
locations, and promote business withRepresentative Director until
an emphasis on capital efficiency. The
March 2023, and the Company
and its operating companies (JFE Company expects him to play a role instrengthening governance based on
Steel Corporation, JFE
Engineering Corporation and JFE such abundant experience and broad
Shoji Corporation) did not exceed insight in corporate management.
1% of the annual consolidated net The Company expects him to use his
in-depth knowledge and outstanding
sales (revenue) of either theinsight to provide valuable suggestions
Company or Furukawa Electricand advice in improving theCo., Ltd.
Company’s corporate value, and theAccordingly, Furukawa ElectricCompany has judged Mr. Kobayashi toCo., Ltd does not fall under the
category of a person for whom the be suitable as an Outside Director of
the Company.
Company or its operatingcompany is a major businessIn addition, Mr. Kobayashi satisfies thepartner (see * in “II. 1.
standards for independence stipulated[Independent Directors/Audit &Supervisory Board Members]” of in the “Securities Listing Regulations”
and the Independence Standards
this report) or a person who is aestablished by the Company, andmajor business partner of thewould have no conflict of interests with
Company or its operating
general shareholders. Hence, thecompany.
As of March 31, 2024, neither the Company has designated Mr.
Kobayashi as Independent Director,
Company nor any of its operatingbased on the judgment that Mr.
companies owned any shares of
Kobayashi is capable of adequately
Furukawa Electric Co., Ltd.
bearing the supervision function from astandpoint independent from the
management of the Company.

6) Voluntary Establishment of Committee(s) Corresponding toNomination Committee or Remuneration Committee

Established

Committee’s Name, Composition, and Attributes of Chairperson
Committee Corresponding toNomination Committee
Committee’s Name
Nomination Committee

Committee Corresponding to
Remuneration Committee
Remuneration Committee

All Committee Members

66

Full-time Members

00Inside Directors

22

Outside Directors

22

Outside Experts

0

0

Other

2

2

Chairperson

Outside Director

Outside Director- 20 -

(Translation for reference only)
Supplementary Explanation
The Nomination Committee deliberates and reports to the Board of Directors on matters pertaining to
the basic policy on the election and dismissal of the President of the Company, proposals for theelection of candidates for the President of the Company, succession plans of the President of theCompany, and the nomination of candidates for Outside Directors and Outside Audit & Supervisory
Board Members. The Nomination Committee comprises of 6 members including 2 Inside Directors,
2 Outside Directors and 2 Outside Audit & Supervisory Board Members.
The Remuneration Committee deliberates matters pertaining to the basic policy on the remuneration of
Directors, etc. of the Company and each Operating Company and reports to the Board of Directors.
The Remuneration Committee comprises of 6 members including 2 Inside Directors, 2 Outside
Directors and 2 Outside Audit & Supervisory Board Members.
For both the Nomination Committee and Remuneration Committee, of the six members, four are
Outside Directors/Audit & Supervisory Board Members possessing independence and, as these
Outside Directors/Audit & Supervisory Board Members comprise a majority, the committees possess
sufficient independence and objectivity. In addition, the chairpersons of both committees are
determined by an internal vote of the Outside Directors/Audit & Supervisory Board Members.
Currently, as an Independent Outside Director has been selected as the chairperson for bothcommittees, the Company considers this to ensure even greater independence and objectivity.
In FY2023, the Nomination Committee was convened six times, and the members attended all the
meetings. In addition, the Remuneration Committee was convened three times, and the members
attended all the meetings.
(3) Audit & Supervisory Board Members
1) Establishment of Audit & Supervisory Board
2) Maximum Number of Audit & Supervisory Board Members
stipulated in the Articles of Incorporation
3) Number of Audit & Supervisory Board Members

Established654) Cooperation among Audit & Supervisory Board Members, Accounting Auditor andInternal Audit Departments
Audit & Supervisory Board Members closely cooperate with Ernst & Young ShinNihon LLC, the
Accounting Auditor, by holding meetings (eight times in FY2023) periodically or whenevernecessary, where Audit & Supervisory Board Members receive detailed reports on audit plans,
status of audit implementation and audit results, and detailed explanation on the quality control
system of the accounting auditor, and provide explanation on audit plan, etc. and opinions areexchanged. The Audit & Supervisory Board Members also closely cooperate with the internal
auditing department by holding meetings (ten times in FY2023) periodically or whenever necessary,
where the Audit & Supervisory Board Members receive detailed reports on internal audit plans,
status of internal audit implementation and results of internal audit, and opinions are exchanged.
5) Appointment of Outside Audit & Supervisory Board Members

Appointeda) Number of Outside Audit & Supervisory Board Members

3b) Number of Independent Outside Audit & Supervisory
Board Members

3c) Outside Audit & Supervisory Board Members’ Relationship with the Company (1)Relationship with the Company*
Name
Attributea B C d ef g hiIsao Saiki
LawyerTsuyoshi Numagami Scholar
Takuya Shimamura
From another company
*
*

j

○
△

k

“○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past“●” when a close relative of the director presently falls or has recently fallen under the category;“▲” when a close relative of the director fell under the category in the past
- 21 -l○m

(Translation for reference only)* Categories for “Relationship with the Company”
a. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Audit & supervisory board member of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides compensation as audit & supervisoryboard member
i. Major shareholder of the Company (or an executive of the said major shareholder if theshareholder is a legal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g,or h)(the audit & supervisory board member himself/herself only)
k. Executive of a company, between which and the Company outside directors/audit & supervisoryboard member are mutually appointed (the audit & supervisory board member himself/herself
only)
l. Executive of a company or organization that receives a donation from the Company (the audit &supervisory board member himself/herself only)
m. Othersd) Outside Audit & Supervisory Board Member’s Relationship with the Company (2)Designationas
Independent Supplementary
Audit &
Explanation of the
Name
Reasons of Appointment
Supervisory Relationship
Board
MemberIsao Saiki(Significant concurrent posts)
Mr. Saiki has vast experience and○Partner Lawyer of Abe, Ikubo & impressive knowledge in corporate
Katayama Law Firm
legal affairs and other matters as alawyer. Moreover, he has served as
Outside Audit & Supervisory Board
Member for other listed companies,
including the Company. He has been
elected as the Company’s Substitute
Audit & Supervisory Board Member
since June 2009 and appointed as
Outside Audit & Supervisory Board
Member in April 2014. Although he
has no experience of participating in
corporate management other than as an
Outside Audit & Supervisory Board
Member, based on the above reasons,as well as his performance as an Audit& Supervisory Board Member of theCompany since he assumed office assuch, the Company has judged Mr.
Saiki to continue to execute
appropriately his duties as an Outside
Audit & Supervisory Board Member.
No transaction took place between
Abe, Ikubo & Katayama Law Firm, forwhich Mr. Saiki serves as Partner
Lawyer, and the Company or its- 22 -

(Translation for reference only)

TsuyoshiNumagami○(Significant concurrent posts)
Professor of Institute for Businessand Finance, WASEDA University
Outside Director, Tokyo
Century Corporation
Outside Director, EBARACORPORATION(Attributes of Outside Director)
In FY2023, transactions
between HITOTSUBASHI
UNIVERSITY, where Mr.
Numagami served as a Professor
until March 2023, and Waseda
University, where he is serving
as a Professor since April 2023,
and the Company and its
operating companies (JFE SteelCorporation, JFE Engineering
Corporation and JFE Shoji
Corporation) did not exceed 1%of the annual consolidated net
sales (revenue) of the Company,
HITOTSUBASHI
UNIVERSITY, or Waseda
University. Furthermore, neither
the Company nor its operatingcompanies have made adonation of 10 million yen or
more to either university in the- 23 -

operating companies (JFE SteelCorporation, JFE Engineering
Corporation and JFE Shoji
Corporation) in the last three years(FY2021 to FY2023). Accordingly,
Abe, Ikubo & Katayama Law Firm
falls under neither the person forwhom the Company or its operatingcompany is a major business partner(see * in “II. 1. [Independent
Directors/Audit & Supervisory Board
Members]” of this report) nor the
person who is a major business partnerof the Company or its operatingcompany.
Mr. Saiki satisfies the standards forindependence stipulated in the“Securities Listing Regulations” andthe Independence Standards
established by the Company, andwould have no conflict of interests
with general shareholders. Hence, theCompany has designated Mr. Saiki as
Independent Audit & Supervisory
Board Member, based on the judgmentthat Mr. Saiki is capable of adequately
bearing the supervision function froma standpoint independent from the
management of the Company.
Mr. Numagami has actively worked on
the research on corporate management
for many years, and has an impressive
academic knowledge with regard tocorporate management strategy and an
ideal state of an organization, in
addition to being familiar with manyindustrial fields. He also has experienceof university management as Executive
Vice President of HITOTSUBASHI
UNIVERSITY. Although he has noexperience of participating in corporate
management other than as an Outside
Director or Outside Audit &Supervisory Board Member, based on
his vast experience and impressive
knowledge, as well as his performanceas an Outside Audit & Supervisory
Board Member of the Company since
he assumed office as such, theCompany has judged Mr. Numagami tocontinue to execute appropriately his
duties as an Outside Audit &Supervisory Board Member.
Mr. Numagami satisfies the standards
for independence stipulated in the“Securities Listing Regulations” andthe Independence Standards
established by the Company, andwould have no conflict of interests

(Translation for reference only)

TakuyaShimamura○last three years (FY2021 to
FY2023).
Accordingly, HITOTSUBASHI
UNIVERSITY and Waseda
University do not fall under anyof the person for whom theCompany or its operatingcompany is a major business
partner (see * in “II. 1.
[Independent Directors/Audit &Supervisory Board Members]”of this report), the person who isa major business partner of theCompany or its operatingcompany, or the person who hasreceived donations exceeding acertain amount.
(Significant concurrent posts)
Director and Chairman of AGC
Inc.
Outside Director of EBARACORPORATION(Attributes of Outside Audit &Supervisory Board Member)
In FY2023, transactions between
AGC Inc., where Mr. Shimamura
served as Representative Director
until March 2021, and theCompany or its operatingcompanies (JFE Steel Corporation,
JFE Engineering Corporation and
JFE Shoji Corporation) did notexceed 1% of annual consolidated
net sales (revenue) of either theCompany or AGC Inc.
Accordingly, AGC Inc. falls underneither the person for whom theCompany or its operatingcompany is a major business
partner (see * in “II. 1.
[Independent Directors/Audit &Supervisory Board Members]” ofthis report) nor the person who is amajor business partner of theCompany or its operatingcompany.
As of March 31, 2024, neither theCompany nor any of its operatingcompanies owned any shares of
AGC Inc.

with general shareholders. Hence, theCompany has designated Mr.
Numagami as Independent Audit &Supervisory Board Member, based on
the judgment that Mr. Numagami iscapable of adequately bearing thesupervision function from a standpoint
independent from the management of
the Company.

Mr. Shimamura has long been active inthe management of AGC Inc., which
globally operates a wide range ofbusiness, including glass, electronics,
chemicals, and ceramics, and he has awealth of experience and broad insight
through his ambidexterity in securing
stable earnings and promoting growthstrategies through organizational
culture change, as well as his active
involvement in sustainability
management. The Company believes
that Mr. Shimamura is capable ofaugmenting the audit operations of theCompany in an independent manner
and with a broad perspective, given his
in-depth knowledge and outstanding
insight, and has judged Mr.
Shimamura to be suitable as an
Outside Audit & Supervisory Board
Member of the Company.
In addition, Mr. Shimamura satisfies
the standards for independence
stipulated in the “Securities Listing
Regulations” and the IndependenceStandards established by the Company,
and would have no conflict of interests
with general shareholders. Hence, theCompany has designated Mr.
Shimamura as Independent Audit &Supervisory Board Member, based on
the judgment that Mr. Shimamura iscapable of adequately bearing thesupervision function from a standpoint
independent from the management of
the Company.

(4) Independent Directors/Audit & Supervisory Board Members
Number of Independent Directors/Audit & Supervisory Board Members- 24 -

6

(Translation for reference only)
Matters relating to Independent Directors/Audit & Supervisory Board Members
The Company has designated all Outside Directors/Audit & Supervisory Board Members who meet
qualification for Independence as Independent Directors/Audit & Supervisory Board Members.
Standards for Independence of Outside Directors/Audit & Supervisory Board Members of JFE Holdings,
Inc.
JFE Holdings, Inc. (the “Company”) establishes the standards for independence of Outside Directors andOutside Audit & Supervisory Board Members as described below. An Outside Director or Outside Audit& Supervisory Board Member is deemed not to have sufficient independence from the Company in theevent that he/she falls under any of the items below.
1)

A person who is or was an executive director, executive officer or employee (collectively the“Executive”) of the Company or its subsidiary.
2) A person who is currently a major shareholder of the Company. In the event that the person is a legal
entity such as a company, a person who is or, in the past 3 years, has been the Executive of such legal
entity or the parent company or a significant subsidiary of such legal entity.
3) A person for whom the Company or its operating company is a major business partner. In the eventthat the person is a legal entity such as a company, a person who is or, in the past 3 years, has been
the Executive of such legal entity or the parent company or a significant subsidiary of such legal
entity.
4) A person who is a major business partner of the Company or its operating company. In the eventthat the person is a legal entity such as a company, a person who is or, in the past 3 years, has been
the Executive of such legal entity or the parent company or a significant subsidiary of such legal
entity.
5) A financial institution or other major creditor of the Company or its operating company who is
indispensable for the fundraising of the Company or its operating company and on whom theCompany or its operating company depends to the extent that it is irreplaceable. In the event that thefinancial institution or other major creditor is a legal entity, a person who is or, in the past 3 years,
has been the Executive of such legal entity or the parent company or a significant subsidiary of such
legal entity.
6) A person who has received donations exceeding a certain amount (an annual average, over the past
3 years, of either 10 million yen or 30% of the person’s total expenses, whichever is larger) from theCompany or its operating company. In the event that the person is a legal entity such as a company,a person who is or, in the past 3 years, has been the Executive of such legal entity or the parent
company or a significant subsidiary of such legal entity.
7) A consultant, accounting professional such as a certified public accountant, or legal professionalsuch as a lawyer who has received a large amount of money or other assets (an annual average of
10 million yen or larger over the past 3 years) in addition to the director’s or audit & supervisory board
member’s remuneration from the Company or its operating company. In the event that the consultant,accounting professional or legal professional is an organization such as a legal entity or an
association, a person who belongs to such organization.
8) An accounting auditor of the Company or its operating company, or a person who is a partner, etc.
of such accounting auditor; or a person who performed auditing on the Company or its operatingcompany as a partner, etc. of such accounting auditor in the past 3 years.
9) A person who is a director, audit & supervisory board member, executive officer or corporate
officer of a company which has accepted directors from the Company or its operating company, or of
the parent company or a subsidiary of such company.
10) A person who is or, in the past 3 years, was the Executive of a lead managing underwriter of theCompany.
11) A relative of a person falling under any of foregoing items 1) through 10) (the person’s spouse,
relatives within the third degree of kinship, or relatives living with the person).
Nevertheless, in the event that a person who falls under any of the foregoing items is deemed by the Company
appropriate for an independent outside director/audit & supervisory board member of the Company in lightof the person’s personality, insight, etc., the Company may nominate such person as a candidate for an
independent outside director/audit & supervisory board member, by providing the reason to assume that theperson is appropriate for an independent outside director/audit & supervisory board member of the Company,- 25 -

(Translation for reference only)
and by explaining that the person fulfills the requirements for an independent outside director/audit &supervisory board member.
**“Operating company” refers to JFE Steel Corporation, JFE Engineering Corporation and JFE
Shoji Corporation.
“Major business partner” refers to the case where the aggregate amount of transactions with thebusiness partner exceeds 1% of consolidated net sales in the most recent fiscal year.

(5) Incentives
1) Incentive Policies for Directors

Performance-linked Remuneration

Supplementary Explanation
This is described in “(6) Director Remuneration” below.
2) Recipients of Stock Options―(6) Director Remuneration
1) Disclosure of Individual Directors’ Remuneration

Selected Directors

Supplementary Explanation
Total amount of remuneration, etc. for Directors (excluding Outside Directors) is 320,247 thousand yen.
Information on remuneration (including remuneration as a Director of a consolidated subsidiary) for
Directors who receive 100 million yen or more is disclosed in the Annual Securities Report on an individual
basis.
2) Policy on Determining Remuneration Amounts and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods
Based on deliberations by and reports from the Remuneration Committee as an advisory body to theBoard of Directors, with the majority comprising Outside Directors/Audit & Supervisory Board
Members, the Board of Directors of the Company, has established a policy on remuneration for theCompany’s Directors and Corporate Officers as follows.
(1) Policy for determining remuneration for Directors and Audit & Supervisory Board Members
The Company has designed and operates a remuneration plan for Directors and Corporate Officers inaccordance with the Basic Policy on Remuneration for Directors and Corporate Officers (hereinafterreferred to as the “Basic Policy”), which was resolved by the Board of Directors on April 26, 2018,
and the Policy for Deciding the Individual Remuneration for Directors and Corporate Officers(hereinafter referred to as the “Decision Policy”), which was resolved by the Board of Directors on
February 9, 2021 and partially revised by resolution of the Board of Directors on March 25, 2024,
pursuant to the Basic Policy, based on deliberations by and reports from the Remuneration Committee.
The content of remuneration, etc. for individual Directors is determined by the Board of Directors,
respecting reports made to the Board of Directors following multifaceted reviews, including reviewsof consistency with the Basic Policy, etc., by the Remuneration Committee. Therefore, the Board of
Directors believes that the content of remuneration, etc. for individual Directors is in line with the
Basic Policy and Decision Policy.
The Basic Policy and the outline of Decision Policy established by the company are as follows:.
<Basic Policy>
The Board of Directors shall determine remuneration system for Directors and Corporate Officers
based on deliberations regarding its appropriateness by the Remuneration Committee to ensure
fairness, objectiveness and transparency.
The remuneration level for Directors and Corporate Officers shall be determined to secure excellent
human resources who are able to put the Group’s corporate vision into practice, taking into
consideration the business environment of the Group and remuneration levels at other companies in- 26 -

(Translation for reference only)
the same industry or of the same scale.

The ratio between basic remuneration and performance-linked remuneration (annual bonus and stock
remuneration) shall be properly established according to the roles and responsibilities, etc. of each
Director and Corporate Officer so as to function as sound incentives toward the sustainable growth of
the Group.
<Outline of Decision Policy>Remuneration for Directors and Corporate Officers shall be determined by a resolution of the Boardof Directors in accordance with the Basic Policy and the Decision Policy, based on reports from theRemuneration Committee.

Remuneration for the Company’s Directors and Corporate Officers is comprised of basic
remuneration and performance-linked remuneration (annual bonus and stock remuneration).

Basic remuneration is paid as a fixed amount, in cash, each month according to position.
Annual bonus is linked to the Company’s single-year performance (calculated based on financial andnon-financial indicators) and is paid in cash once a year.

Stock remuneration is granted as the Company’s shares and cash equivalent to the amount of theCompany’s shares converted to market value through the trust upon retirement.
The ratios of remuneration by type are structured so that the higher the position, the greater the weightof performance-linked remuneration, and the ratio for the Company’s President has been set so thatwhen performance targets are achieved the ratio is “basic remuneration : annual bonus : stock
remuneration = 60% : 20% : 20%.”
However, the Company only pays basic remuneration to Outside Directors and Audit & Supervisory Board
Members, given their roles of supervising and auditing management from an independent and objective
standpoint.
Directors who concurrently serve as Executive Directors of operating companies shall not be paid theannual bonus and the Stock Remuneration from the Company.
(2) Method of determining remuneration for Directors and Audit & Supervisory Board Members
By resolution of the 16th Ordinary General Meeting of Shareholders held on June 21, 2018 (the“General Meeting”), the Company decided to set the annual limit of remuneration for Directors at no
more than 700 million yen (of which no more than 80 million yen for Outside Directors), and to pay
an annual bonus, in addition to basic remuneration, within such limit of remuneration. The number of
Directors applicable to this resolution is eight (including three Outside Directors).
In addition, it was also resolved at the General Meeting that the Stock Remuneration plan for Directors
would be introduced to pay remuneration separately from the said limit of remuneration, and byresolution of the 19th Ordinary General Meeting of Shareholders held on June 25, 2021, the limit ofcash to be contributed to a trust by the Company and the limit of the number of the Company’s shares
to be acquired by the trust and to be provided to the Directors were amended.
The limit of cash to be contributed to a trust by the Company is 1.5 billion yen per fiscal year
multiplied by the number of fiscal years during the covered period (including 0.2 billion yen per fiscal
year multiplied by the number of fiscal years during the covered period for the Company’s Directors)
The limit of the number of the Company’s shares to be acquired by the trust and to be provided is 1.6
million shares per fiscal year multiplied by the number of fiscal years during the covered period(including 0.22million shares per fiscal year multiplied by the number of fiscal years during thecovered period for the Company’s Directors).
By resolution of the General Meeting, the annual limit of remuneration for Audit & Supervisory Board
Members was set at no more than 0.2 billion yen. The number of Audit & Supervisory Board Members
applicable to this resolution is five.
The specific method of determining each type of remuneration based on the above resolutions of theGeneral Meeting of Shareholders is as follows.
<Basic remuneration>
The amounts of basic remuneration for each Director shall be determined by resolution of the Boardof Directors within the limit of remuneration upon the Remuneration Committee’s deliberations on
the appropriateness, in accordance with the Basic Policy set forth in (1) above.
The amounts of basic remuneration for each Audit & Supervisory Board Member shall be determined- 27 -

(Translation for reference only)
by deliberation of the Audit & Supervisory Board Members within the limit of remuneration.
<Annual bonus>
Annual bonuses for FY2023 are composed of the portion that takes the total segment profit for asingle fiscal year as the performance-linked indicator; the portion that takes the indicator related to
employee safety as the performance-linked indicator (calculated according to lost-work injuries
rate. However, calculated at 0% in the case of a workplace fatality); and the portion that takes theindicator related to climate change as the performance-linked indicator (calculated based on the
degree of achievement of KPIs related to contribution to resolving climate change issues (initiatives
for achieving carbon neutrality by 2050). Annual bonuses are calculated by multiplying the levelof achievement of each indicator by the standard amount determined for each position.
The Company selected this indicator as it believes that it is important to steadily implement eachmeasure to achieve the profit target of 310 billion yen per year in total in terms of segment profit
which was set for the Seventh Medium-term Business Plan. The result for FY2023 is a segment
profit of 279.6 billion yen.
Indicators related to employee safety are defined as KPIs for the important management issues of
the Company and its operating companies. The Company believes that the prevention ofoccupational accidents is extremely important for all companies with manufacturing andconstruction sites. The Company selected these indicators as it believes that the entire JFE Group,
including many group companies and related companies, must further raise awareness ofoccupational health and safety among employees. The level of companywide achievement of thisindicator at operating companies in the relevant fiscal year was 140% at JFE Steel Corporation,
0% at JFE Engineering Corporation, and 173% at JFE Shoji Corporation. (However, as JFE SteelCorporation evaluates this indicator by workplace, the level of achievement differs for each
workplace.) The Company calculates this indicator based on the level of achievement at each
Operating Company. As the companywide level of achievement at JFE Engineering Corporation
was 0%, the Company’s level of achievement was also 0% in the relevant fiscal year.
The indicator related to climate change is determined as a KPI for material issues for the Company
and its operating companies, and was selected based on the need to provide an incentive toaccelerate initiatives to address climate change, which is positioned as a top priority management
issue. The level of companywide achievement of this indicator at operating companies in FY2023
was 100% for JFE Steel Corporation, JFE Engineering Corporation, and JFE Shoji Corporation.
The Company calculates this indicator based on the level of achievement at each Operating
Company, and it was 100% in FY2023.
Among the performance-linked indicators for FY2024, the financial indicator will be based on thesame policy from FY2023, and the Company selected total segment profit as the performancelinked indicator, and will maintain the target figure of 310 billion yen. The Company again selected
non-financial indicators related to employee safety and climate change as the performance-linked
indicators similarly to FY2023, with the aims of achieving zero workplace fatalities defined as a
KPI, 100% or more for items related to lost-work injuries rate, and 100% or more for some items
selected from the contribution to resolving climate change issues (initiatives for achieving carbon
neutrality by 2050).
Annual bonuses are calculated by multiplying the level of achievement of each selected
performance-linked indicator by the standard amount determined for each position.
The amounts of bonus for each Director (excluding Outside Directors) shall be determined byresolution of the Board of Directors within the limit of remuneration, after calculating the amountto be paid according to position through linkage with the performance-linked indicator for the
relevant fiscal year. If the financial indicators fails to meet criteria set forth in the Remuneration
Committee, no bonuses will be paid for the relevant fiscal year.
In determining the method for calculating the annual bonus and the details thereof, theRemuneration Committee deliberates appropriateness of the matters and reports the result of thedeliberations to the Board of Directors, in accordance with the Basic Policy set forth in (1) above.
Directors and Corporate Officers (including those who have retired) may lose the right to receive
payments based on a resolution of the Board of Directors in the case of dismissal for Directors or a
resolution of dismissal for Corporate Officers, or if they have committed certain illegal acts.
Furthermore, Directors and Corporate Officers who have already received payments may be asked
to return the money they received based on a resolution of the Board of Directors if they havecommitted certain illegal acts.
- 28 -

(Translation for reference only)<Stock Remuneration>
The Stock Remuneration plan is a remuneration plan under which the Company’s shares and an amountof cash equivalent to the market price of the Company’s shares are provided to Directors (excluding
Outside Directors) and Corporate Officers of the Company and its operating companies. Under thisplan, the Company’s shares and cash shall, in principle, be provided through a trust upon retirement ata payment level determined through linkage with performance targets under the Medium-term
Business Plan of the Group.
1) Those eligible for the Stock Remuneration plan (the “Plan”)
Those eligible for the Plan are as follows. Hereinafter, those eligible for the Plan shall becollectively referred to as the “Group’s Directors/Officers.”(1) Directors of the Company and its operating companies (excluding Outside Directors)(2) Corporate Officers of the Company and its operating companies not concurrently serving as
Directors excluding residents outside Japan under the Income Tax Act (the “Corporate
Officers”).
2) Structure of the Plan and granting of points(1) Structure of the Plan
Remuneration under the Plan is composed of the following.
[1] Performance-linked portion
The performance-linked portion is granted to the Group’s Directors/Officers according to
the level of achievement against performance targets under the Medium-term Business
Plan.
The level of achievement against performance targets shall be evaluated for every fiscal
year from April of the respective year to March of the following year and reflected in the
remuneration for the execution period of duties specified in (2) of 2).
The Company selected this performance indicator as the basis for calculating theperformance-linked portion of stock remuneration in the belief that it is important tosteadily implement each measure to achieve the profit target of 220 billion yen per yearof net profit (“Net Profit”) attributable to owners of parent, which links directly to returnto shareholders, as set at the end of the Seventh Medium-term Business Plan period. Net
Profit for FY2023 is 197.4 billion yen.
[2] Service-length portion
The service-length portion shall be granted to the Group’s Directors/Officers according
to the length of the term of office for the relevant position for the execution period of duties
specified in (2) of 2).
(2) Execution period of duties
Remuneration under the Plan shall be granted in consideration for the execution period of
duties to the Group’s Directors/Officers who had been in office for one month or more in the
period specified as follows (the “Execution Period”).
[1] Directors of the Company: From the date of the Ordinary General Meeting of
Shareholders of the Company for the respective year to the date of the Ordinary General
Meeting of Shareholders of the Company for the following year
[2] Others: From April 1 of the respective year to March 31 of the following year
(3) Points

The Company and its operating companies shall calculate points equivalent to theperformance-linked portion and the service-length portion to each Execution Period
and grant them to the Group’s Directors/Officers.
The points granted for each Execution Period shall be accumulated until retirement,
and the number of the Company’s shares, etc. shall be calculated by converting theaccumulated points as “one point = one share.”(4) Calculation method of points[1] Performance-linked portion
Base Points According to Each Position (Table 1) × Adjustment Rate of Profit (Table 2)
The adjustment rate shall be 0% in the case that ROE is less than 5% in the relevant fiscal- 29 -

(Translation for reference only)
year.
The adjustment rate applicable to Directors, etc. at an operating company shall be 0% in
the case that the relevant operating company records a segment loss in the relevant fiscal
year.
[2] Service-length portion
Base Points According to Each Position (Table 3) × Adjustment Rate According to Service
Length (Table 4)* When there are changes in the Execution Period after assumption of the position of
Director at the Company’s Ordinary General Meeting of Shareholders, the performancelinked portion for the period from the end of the Execution Period immediately before
such assumption of position until the start of the Execution Period for the Company’s
Director shall not be calculated.
(Table 1) The base points according to each position in the performance-linked portion(hereinafter, the “Performance-linked Points”)
Position

The
Company

JFE SteelCorporation

JFE
Engineering
Corporation

JFE Shoji
Corporation

10,00010,0005,000
5,000
Director and President
Director and Vice President/
Corporate Officer and
4,000
4,000
2,500
2,500
Vice PresidentManaging Director
3,000
3,000
1,250
1,250
Senior Vice President
2,000
2,000
1,000
1,000
Vice President
1,000
1,000
600
600
Corporate Officer
―
―
―
300
(Note) If a Director of the Company who concurrently serves as Corporate Officer retires from
Corporate Officer at the end of March, the Performance-linked Points from April to thedate of the Ordinary General Meeting of Shareholders shall be determined according to theposition as of the end of March.
(Table 2) Adjustment Rate of Profit
Based on the level of achievement for each fiscal year against 220 billion yen
annually as the profit target, the adjustment rate shall be set as follows.
(setting the adjustment rate to 100% in the case that the target has been achieved)
Level of achievement of profit target
Adjustment rate
150% or more

150%

From 140% to less than 150%

140%

From 130% to less than 140%130%

From 120% to less than 130%120%

From 110% to less than 120%

110%

From 100% to less than 110%100%

From 90% to less than 100%90%

From 80% to less than 90%

80%

From 70% to less than 80%

70%

From 60% to less than 70%

60%

From 50% to less than 60%

50%

From 40% to less than 50%

40%

From 30% to less than 40%

30%

Less than 30%

0%- 30 -

(Translation for reference only)(Table 3) The base points according to each position in the service-length portion(hereinafter, the “Service-length Points”)
JFE
JFE Shoji
Engineering
Corporation
Corporation
Director and President
4,000
4,000
2,000
2,000
Director and Vice President
1,600
1,600
1,000
1,000
Managing Director
1,200
1,200
600
600
Senior Vice President
1,200
1,200
600
600
Vice President
900
900
500
500
(Note) If a Director of the Company who concurrently serves as Corporate Officer retires
from Corporate Officer at the end of March, the Service-length Points from April tothe date of the Ordinary General Meeting of Shareholders shall be determinedaccording to the position as of the end of March.
Position

The
Company

JFE SteelCorporation(Table 4) Adjustment rate according to service length
Length of the term of office for the Execution Period
Entire service period

Adjustment rate
100%
(The number of months of theterm of office ÷12) × 100%

Other than the above(5) Changes during the “Execution Period”
With regard to (4) above, if there are changes in the positions for the Execution Period, thenumber of months shall be divided according to each of the positions.

If the number of service-length months during the Execution Period is less than 12
months, the performance-linked portion shall be calculated according to the number ofservice-length months.
(6) Date of granting points
For points for the Execution Period, both the performance-linked portion and servicelength portion shall be granted on the date of the first Ordinary General Meeting of
Shareholders of the Company held after the end of the Execution Period (for Directors of theCompany, this shall be on the date of the end of the Execution Period).
(7) Officers concurrently serving at operating companies
The Company’s Director who concurrently serves as an Executive Director of any operatingcompany shall be granted points from the operating company.
3) Time of granting and date of vesting(1) Time of granting
When the Group’s Directors/Officers retire, in principle.
(2) Date of vestingThe number of shares and the amount of cash to be granted shall be calculated by the
number of points accumulated up to the date of the first Ordinary General Meeting of
Shareholders of the Company held after the end of the Execution Period under which thedate of retirement of the Group’s Directors/Officers falls (in the event that an Execution
Period ends on the same day, the date of the Ordinary General Meeting of Shareholders)(including points provided on the date of such Ordinary General Meeting of Shareholders),
and the Vesting Date shall be the same day.
4) Provision
Provision to the Group’s Directors/Officers shall be prescribed in the respective items according
to the cases listed in the following items.
[1] If the Group’s Directors/Officers retire at the termination of their Execution Period, or ifthey retire as Corporate Officer during the Execution Period in connection with assumptionof the position of Director- 31 -

(Translation for reference only)
Shares prescribed in (a) below and cash prescribed in (b) shall be granted.
However, if the Company acknowledges that the provision of cash prescribed in (b) is in
conflict with Article 166, Paragraph 1 or Article 167, Paragraph 1 of the Financial
Instruments and Exchange Act, the Company may provide the number of shares calculatedby [2] in place of (a) and (b).
(a) Shares
The number of shares that is calculated as “one point = one share” by the following
formula (Formula)
Number of shares = {Number of points accumulated up to the Vesting Date × Coefficient
based on the reason of retirement} (the “Defined Number of Points”)
× 70% (Fractions corresponding to points less than one unit share shallbe rounded down)(Note) The coefficient based on the reason of retirement shall be 1.0.
(b) Cash
The amount of cash that is calculated by the following formula(Formula)
Amount of cash = {Defined Number of Points - Number of points equivalent to thenumber of shares to be granted calculated by (a)} × Market value of
the Company’s shares at the Vesting Date
[2] If the Group’s Directors/Officers retire for other reasons (excluding cases of death)
The number of shares that is calculated as “one point = one share” by the following formula
shall be provided.
(Formula)
Number of shares = Number of points accumulated up to the Vesting Date × Coefficient
based on the reason of retirement(Note) The coefficient based on the reason of retirement shall be 1.0.
(Note) The market value of the Company’s shares under the Plan shall be the closing price of theVesting Date at its main financial instruments exchange where listed, and if the closing
price is not announced on the respective date, it shall be calculated retroactively back to thelatest date when the closing price can be acquired.
5) The exceptional cases that provision shall not be made and refunds be requested(1) Cases that provision shall not be madeNotwithstanding the above, in the event that matters specified in the following items
concerning the Group’s Directors/Officers (including those who retired) occur, the right toreceive provision may be revoked by the resolution of the Board of Directors of the Company oreach of its operating company.
① The case where the General Meeting of Shareholders resolved to dismiss a Director or the
Board of Directors resolved to dismiss a Corporate Officer② The case where certain illegal acts were committed during their tenure or certain illegal acts
were committed between the date of retirement and the date when provision is made(2) Cases where refunds be requested
Notwithstanding the above, in the case where certain illegal acts were committed during thetenure of a person who received stocks and cash, the Company may request the return of theeconomic value of the stocks and cash received, based on a resolution of the Board of Directorsof the Company or each of its operating companies.
(3) Activities of the Board of Directors, etc. during the process of determining the amount of
remuneration, etc. for Directors and Audit & Supervisory Board Members of the Company in
FY2023
On multiple occasions, the Remuneration Committee deliberated remuneration levels for theCompany’s Directors and reported the results of the deliberations to the Board of Directors. The
Remuneration Committee was convened three times.

Based on the reports from the Remuneration Committee, the Board of Directors resolved theamount of basic remuneration at the Board of Directors meeting held after the close of the 21st
Ordinary General Meeting of Shareholders that took place on June 27, 2023, and the bonus for each
Director at the Board of Directors meeting held after the close of the 22nd Ordinary General
Meeting of Shareholders that took place on June 25, 2024.
- 32 -

(Translation for reference only)(7) Supporting System for Outside Directors and/or Audit & Supervisory Board Members
A Board of Directors’ Secretariat is set up in the General Administration Dept. to support Outside
Directors with necessary communication and arrangements, etc.
Furthermore, dedicated staff to support the duties of Audit & Supervisory Board Members including
Outside Audit & Supervisory Board Members is allocated in the Audit & Supervisory Board
Members’ Secretariat. Personnel affairs of the dedicated staff are discussed with Audit & Supervisory
Board Members.
The Company provides Outside Directors and Outside Audit & Supervisory Board Members withbriefings, etc. prior to the Board of Directors meetings, and gives materials and explanations on eachagenda item.
In addition to the above, the Company strives to provide adequate information necessary forexecution of their duties by providing explanations on important management issues of theCompany and the Group companies from time to time, and offering opportunities such as
exchanges of opinions with the senior management including the President, attendance ofhearings of important business reporting by each department as necessary, convening of Boardof Directors meetings at major business bases and inspections of Group companies, etc.
(8) Status of Those Who Retired from Representative Director, President, etc.
Name of Senior Advisors, Advisors, etc. who are a former Representative Director, President and CEO, etc.
Name

Title/Position

Work duties

Workingstyle/conditions(Full-time/parttime, with/withoutcompensation, etc.)

Koji Kakigi

Special Advisor- Activities outside
the Company

Full-time, withcompensation

Eiji
Hayashida

Honorary
Advisor- Activities outside- the Company

Hajime Bada

Honorary
Advisor- Activities outside
the Company

Fumio Sudo

Honorary
Advisor- Activities outside
the Company

Total number of Senior Advisors, Advisors, etc. whoserved as Representative Director, President, etc.

Part-time,
without
compensation
Part-time,
without
compensation
Part-time,
without
compensation

Date ofretirement
from
President,etc.,Term of officeas Senior
Advisors,
Advisors, etc.

April 1, 2024

For 4 years

April 1, 2019

Undetermined

April 1, 2015

Undetermined

April 1, 2010

Undetermined

4

Other Matters
In order to clearly indicate that persons who have retired from the office of President shall in no way
be involved in management, the post of Senior Advisor has been abolished in FY2019. It was decided
that those who have retired from the office of President can be appointed as Special Advisors incharge of activities outside the Company that are important to the Group, as necessary.
Concerning Special Advisors and Honorary Advisors, internal rules have been established.


2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination andRemuneration Decisions (Overview of Current Corporate Governance System)(1) Organizations of the Company
The Company and its operating companies have adopted a system of “Company with Audit &Supervisory Board Members (Audit & Supervisory Board)” with dual supervision functions of
the Directors supervising business execution and Audit & Supervisory Board Members
conducting audits. In addition, the Corporate Officer System has been introduced to clarify authority
and accountability by separating decision-making on management from business execution andto enhance prompt execution. The Company’s Board of Directors strives to maintain and improve- 33 -

(Translation for reference only)
management efficiency, while making decisions on statutory issues, formulating importantmanagement policies and strategies, and supervising business execution, while the Audit &Supervisory Board monitors management and enhances sound management. In FY2023, theBoard of Directors held discussions on the progress of the Seventh Medium-term Business Plan,
future issues based on it and initiatives related to sustainability measures, etc.
The Group’s governance system has been strengthened by reinforcing the fairness, objectivity andtransparency of management with the aim of continuously increasing the corporate value and thecommon interest of shareholders. In June 2007, 2 Outside Directors were added and the termof Directors was shortened from 2 years to one for greater versatility in developing an optimal
management structure and greater clarity of management responsibilities.
In October 2015, the Company has established the Nomination Committee and Remuneration
Committee which act as an advisory body of the Board of Directors to ensure fair, objective andtransparent personnel affairs and remuneration of the Board of Directors.
The Nomination Committee and Remuneration Committee comprise of a majority of Outside
Directors/Audit & Supervisory Board Members, respectively, and the chairpersons are determinedfrom Outside Directors/Audit & Supervisory Board Members.
The Nomination Committee deliberates and reports to the Board of Directors on matters pertaining
to the basic policy on the election and dismissal of the President of the Company, proposals for theelection of candidates for the President of the Company, succession plans of the President of theCompany, and the nomination of candidates for Outside Directors and Outside Audit & Supervisory
Board Members.
The Remuneration Committee deliberates matters pertaining to the basic policy on the
remuneration of Directors, etc. of the Company and each Operating Company and reports to theBoard of Directors.
The Company has conducted analysis and evaluation of the overall effectiveness of the Board of
Directors since FY2015. Considering these evaluation results, due to active expansion of the Group’s
engineering and trading businesses, in addition to its steel business, and the increasing importanceof management of both businesses, the Company decided to change the composition of the Boardof Directors by increasing the number of Directors by 3, including 1 Outside Director, in order tofurther enhance its corporate governance and reinforce the Company’s Group management systems.
The Company has also added 1 Outside Audit & Supervisory Board Member to the Audit &Supervisory Board, in an effort to reinforce the audit framework and enhance its neutrality andindependence.
As a result, more than one-third of the Company’s Board of Directors (3 of 8 Directors) continue
to be Independent Outside Directors and the majority of the Audit & Supervisory Board (3 of
5 Audit & Supervisory Board Members) are Independent Outside Audit & Supervisory Board
Members who satisfy the Company’s Standards for Independence of Outside Directors/Audit &Supervisory Board Members.
(2) Business Execution
With regard to significant matters of each company within the Group, internal rules of eachcompany stipulate clear standards which clarify the determination procedures, and significant matterspertaining to the management as the Group is ultimately subject to deliberation and determination at
JFE Holdings, Inc. Specifically, each Operating Company decides significant matters concerning
itself and its own group companies through deliberation at the Management Committee, etc.,
after which the Board of Directors renders its decisions. At JFE Holdings, Inc., the JFE GroupManagement Strategy Committee deliberates matters relating to the management strategies
involving the entire Group and the Management Committee deliberates specific significant
matters involving the Company, Operating Companies or Group Companies. Based on thesedeliberations, the Board of Directors makes its decisions on the significant matters in accordancewith the Rules of the Board of Directors.
JFE Holdings, Inc., JFE Steel Corporation, JFE Engineering Corporation and JFE Shoji Corporation
hold the Management Committee and the Board of Directors meeting once or twice a month,respectively. In FY2023, JFE Holdings, Inc. held the Board of Directors meeting 16 times. The
attendance of Directors and Audit & Supervisory Board Members is as follows.

- 34 -

(Translation for reference only)

Number of Meetings of the Boardof Directors Attended (FY2023)

Position

Name

Representative Director

Koji Kakigi

16/16 (100%)

Representative Director

Yoshihisa Kitano

16/16 (100%)

Representative Director

Masashi Terahata

16/16 (100%)

Director

Hajime Oshita

16/16 (100%)

Director

Toshinori Kobayashi

13/16 (81%)

Outside Director

Masami Yamamoto

16/16 (100%)

Outside Director

Nobumasa Kemori

16/16 (100%)

Outside Director

Yoshiko Ando

16/16 (100%)

Audit & Supervisory Board
MemberNobuya Hara

16/16 (100%)

Audit & Supervisory Board
MemberNakaba Akimoto

16/16 (100%)

Outside Audit &Supervisory Board Member

Isao Saiki

16/16 (100%)

Outside Audit & Supervisory
Board Member

Tsuyoshi Numagami

16/16 (100%)

Outside Audit & Supervisory
Board Member

Takuya Shimamura

16/16 (100%)

The JFE Group Management Strategy Committee of JFE Holdings, Inc. (Chair: President,
Secretariat: Corporate Planning Dept.) consists of all full-time Directors, including the 3 Presidentsof the Operating Companies, and Corporate Officers. The Audit & Supervisory Board Members
also take part in the Committee, which is held two to four times each quarter. The Management
Committee (Chair: President, Secretariat: Corporate Planning Dept.) consists of 2 full-time
Directors as well as Corporate Officers. The Audit & Supervisory Board Members also take partin the Management Committee.
All Directors, major Corporate Officers and Audit & Supervisory Board Members take part in theManagement Committee of JFE Steel Corporation, JFE Engineering Corporation and JFE Shoji
Corporation (Chair: President of each company, Secretariat: Corporate Planning Dept. of eachcompany). Businesses within the Group utilize the best systems to optimize their products andoperations, working to achieve unity between strategies and earnings by products and operations.
Specifically, JFE Steel Corporation has adopted the By Product Center System, the By Product Sector
System and the By Business Division System; JFE Engineering Corporation has adopted the By
Business Division System; and JFE Shoji Corporation has adopted the By Sales Division Systemsegmented by products and regions. Meanwhile, as a measure shared across the Group, with regard
to technology development, the JFE Group Management Strategy Committee has been set up to
deliberate basic policy and important matters. In addition, the JFE Group Information Security
Committee has been established as a body to deliberate and decide on important issues concerning
information security, and deliberations are carried out on such important issues. Furthermore, the
JFE-Security Integration and Response Team (JFE-SIRT), a team dedicated to responding to
information security incidents, has been set up for the purpose of protecting information assets
within the Group from increasingly sophisticated cyber-attacks and the risk of information leakage.
(3) Internal Audits, Audit by Audit & Supervisory Board Members and Audit by Accounting Auditor(a) Internal audit
Internal audit organizations have been established at the Company (5 members), its principal
Operating Companies (27 members) and key Group companies, and conduct the audit ofbusiness operations of each company. The internal auditing departments of the Company and
the Group companies mutually share information to enhance overall internal auditing structure
within the Group. In addition, in order to ensure the effectiveness of internal audits, the results- 35 -

(Translation for reference only)of internal audits are reported to the Board of Directors and the Audit & Supervisory Board.
(b) Audit by Audit & Supervisory Board Members
With regard to audit by Audit & Supervisory Board Members, it is carried out by a structure of
5 Audit & Supervisory Board Members including 3 Outside Audit & Supervisory Board
Members. In addition to attending the Board of Directors meeting, Audit & Supervisory Board
Members divide duties between full-time members and other members and attend the JFEGroup Management Strategy Committee, the Management Committee, the JFE Group
Sustainability Council, and other important meetings. They audit the manner in which Directors
execute their duties by conducting interviews on operational status from Directors andCorporate Officers and by receiving operational reports from the operating companies and theGroup companies. Audit & Supervisory Board Members of the Company, operating companies
and the Group companies exchange information to promote cooperation.
(c) Audit by Accounting Auditor
Ernst & Young ShinNihon LLC has been designated as the Accounting Auditor. The namesof the certified public accountants who executed accounting audit, and the audit corporations
which they belong to are as follows.
Yusuke Nakamura
Certified Public Accountant Designated and Engagement Partner(Ernst & Young ShinNihon LLC)
Tetsuya Yoshida
Certified Public Accountant Designated and Engagement Partner(Ernst & Young ShinNihon LLC)
Keiichi Wakimoto
Certified Public Accountant Designated and Engagement Partner(Ernst & Young ShinNihon LLC)
Taichi Fujio
Certified Public Accountant Designated and Engagement Partner(Ernst & Young ShinNihon LLC)
(Notes) 1. Continuous years of service of each of the above persons are not more than seven years.
2. Composition of assistants in the accounting audit is determined in accordance withthe selection standards of the Audit Corporation and specifically, they are composed ofcertified public accountants and other assistants as major members in addition to thesystem professionals.
(4) Outline of the Contracts for Limitation of Liability with Directors (Excluding Those Who Are
Executive Directors, etc.) and Audit & Supervisory Board Members
The Company has entered into agreements, in accordance with the provision of Article 427,
Paragraph 1, of the Companies Act, with Directors (excluding those who are Executive Directors,etc.) and Audit & Supervisory Board Members to limit their liability to compensate damages under
Article 423, Paragraph 1, of the Companies Act. The limitation on indemnity liability of each
Director and Audit & Supervisory Board Member to compensate damages under such agreements
is set out to the amount set forth in the relevant laws and regulations.

3. Reasons for Adoption of Current Corporate Governance System
The Company is a pure holding company comprising 3 Operating Companies with diverse business
operations. With the aim of ensuring the autonomy and efficiency of management and exercising theappropriate management supervision function at each Operating Company, the Company adopts forthem the Corporate Officer System to clarify authority and accountability by separating decision-making
on management from business execution and to enhance prompt execution, and adopts Outside Directors
with strong independence to improve transparency of the Board of Directors and secure soundmanagement.
Furthermore, in October 2015, the Company has established the Nomination Committee and- 36 -

(Translation for reference only)
Remuneration Committee which each comprise of a majority of Outside Directors/Audit &Supervisory Board Members, to reinforce the management supervision function by the Board of
Directors, by enhancing the engagement of Outside Directors/Audit & Supervisory Board Members
in appointment of the President of the Company and determination of Directors’ remuneration.
As the Company’s business activities consist of a broad and diverse range of business areas, theCompany emphasizes preventing misconducts on a Group-wide basis and ensuring the internal control
and compliance system. From this perspective, the Company considers that full-time Audit &Supervisory Board Members and Outside Audit & Supervisory Board Members who act as singleperson organs and who are legally empowered to exercise rights such as the right to investigate, right todemand cessation of any misconduct, etc. shall supervise management, independent of the Board of
Directors.
The Company considers the current system is most effective in pursuing the sustainable growth andenhancement of corporate value, while striking a proper balance between growth-oriented
governance and defensive governance.

- 37 -

(Translation for reference only)

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Supplementary Explanations
a. Early Notification ofGeneral Shareholder
Meetingb. Scheduling General
Shareholder Meetings
Avoiding the Peak Day
c. Allowing Electronic
Exercise of Voting Rights
d. Participation in Electronic
Voting Platforme. Providing Convocation
Notice in English

Date of the 22nd Ordinary General Meeting of Shareholders held: June 6,2024 (Thursday)
Date of the 22nd Ordinary General Meeting of Shareholders held: June 25,2024 (Tuesday)
An electronic voting system is adopted.
A platform for exercise of voting rights for institutional investors operated by
ICJ Inc. is adopted.
An English version of the Notice summaries was posted on the Company’s
website on May 23, at the same time as the Japanese version.
Notice of the 22nd Ordinary General Meeting of Shareholders
https://www.jfe-holdings.co.jp/en/investor/kabushiki/pdf/shosyu/22-20240523.pdf

f.

Other

The Notice (Japanese version) was posted on the Company’s website on May
23.

2. IR Activities
Supplementary Explanationsa.

Preparation andPublication of Disclosure
PolicyThe Disclosure Policy is posted on the Company’s
website.
Disclosure Policy

Presentation byRepresentatives

https://www.jfe-holdings.co.jp/en/investor/management/disclosurepolicy/index.html

b. Regular Investor Briefings
for Individual Investorsc.

Regular Investor Briefings
for Analysts andInstitutional Investors

d. Regular Investor Briefings
for Overseas Investorse.

Posting of IR Materials on
Websitef.

Establishment of
Department and/orManager in Charge of IR

Briefings are held several times a year byDirectors/Corporate Officers and the department incharge, and videos are posted on the Company’s
website.
Investors’ meetings are held around once each quarter for
analysts and institutional investors, and videos and scripts
are posted on the Company’s website.

Available

Management and Directors/Corporate Officers in charge
engage in dialogue around once a year in various
locations.
Financial results information, timely disclosure
information other than financial results information,
securities reports, references at the Company briefings,
notice of ordinary general meeting of shareholders, “To
Our Shareholders”, “JFE GROUP REPORT (Integrated
Report)”, etc.
Investor Information
https://www.jfe-holdings.co.jp/en/investor/index.html
Department in charge of investor relations: Investor
Relations and Corporate Communications Dept.
Directors/Corporate Officers in charge of investor
relations: Vice President, Tsunao Takura

Available- 38 -

Available(Translation for reference only)
3. Measures to Ensure Due Respect for Stakeholdersa.

Stipulation of Internal
Rules for Respecting the
Position of Stakeholders

b. Implementation ofEnvironmental Activities,
CSR Activities etc.

Supplementary Explanations
Respect for the position of stakeholders is stipulated in the JFEGroup’s “Corporate Vision”, “Corporate Values” and “JFE Group
Standards of Business Conduct.”
Corporate Visionhttps://www.jfe-holdings.co.jp/en/company/philosophy/index.html
The Group’s sustainability activities are presented in the “JFE GROUPREPORT (Integrated Report)” and the “JFE Group Sustainability Report.”<JFE GROUP REPORT (Integrated Report)>
https://www.jfe-holdings.co.jp/en/investor/library/group-report/index.html
This report provides comprehensive information on the Group’s management
strategies and financial information together with non-financial information
including ESG (environmental, social, and governance) with the aim ofhelping all stakeholders, including shareholders and investors, understand the
medium- to long-term value creation narrative of the Group.

<JFE Group Sustainability Report>
https://www.jfe-holdings.co.jp/en/sustainability/index.html
This report comprehensively presents the Group’s sustainability activities
from the perspective of ESG (environmental, social and governance).
c. Development of Policies
The Company recognizes the importance of timely and appropriate disclosure
on Information Provision to of information, and strives to improve its internal systems to conduct timely,
Stakeholders Specificallyaccurate and fair disclosure of corporate information to its shareholders andinvestors. The Company filed a declaration with the stock exchanges topledge to the effect that the Company will carry out disclosure of informationin good faith.
Specifically, as an internal system, the Company established internal
regulations concerning treatment of material facts, based on which
departments for controlling, aggregating, confirming and announcing thematerial facts are established respectively to conduct timely and appropriate
disclosure of significant corporate information with cooperation among thedepartments.

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
For the systems to ensure the propriety of business operations, the Basic Policies to Establish the Internal
Control Systems was resolved by the Board of Directors, pursuant to which the Company operates
and improves the systems.
[Basic Policies to Establish the Internal Control Systems]
JFE Holdings, Inc. shall establish its internal control systems as described below to comply withlaws, regulations and the Articles of Incorporation and maximize its corporate value toward therealization of the Corporate Vision—“The JFE Group—contributing to society with the world’s mostinnovative technology”— and the goal of establishing a highly sustainable business structure. JFE
Holdings, Inc. shall endeavor to review and improve the basic policies and the internal control systems
established in accordance therewith on an ongoing basis.
1. Systems necessary for ensuring the propriety of business operations conducted by the corporate groupconsisting of the Company and its subsidiaries(1) Systems to ensure compliance of the execution of duties by Directors and employees with laws,
regulations and the Articles of Incorporation(a) The authority of Directors, Corporate Officers and employees shall be clarified in the in-houserules for authority and responsibilities and other internal policy guidelines. Their respective
duties shall be executed in compliance with the relevant rules and regulations.
- 39 -

(Translation for reference only)(b) A Compliance Council shall be established. It shall deliberate and make decisions on the basic
policies and important matters regarding the compliance of ethics, laws and regulations.
The Compliance Council shall also supervise the progress of the measures implemented.
(c) A “Corporate Ethics Hotline” to help ensure that important information regarding thecompliance of ethics, laws and regulations is directly communicated from the front lines to top
management shall be provided, streamlined and appropriately operated.
(d) The internal auditing department shall audit the compliance conditions of the relevant laws,
regulations and the Articles of Incorporation.
(2) Systems to ensure the efficient execution of Directors’ duties(a) The Directors shall encourage in-depth deliberations at the meetings of the Board of Directors,
the JFE Group Management Strategy Committee and the Management Committee. The
Directors shall also sufficiently deliberate before drawing conclusions at appropriateorganizational bodies, as required.
(b) The internal auditing department shall audit the effectiveness and efficiency of the business.
(3) Systems to keep and manage information pertaining to the execution of duties by Directors(a) The minutes of the Board of Directors meetings shall be prepared with regard to information onmatters to be resolved by and reported to the Board of Directors, in accordance with therelevant laws and regulations. The board minutes shall be appropriately kept and managed.
(b) Information regarding organizational bodies, such as the JFE Group Management Strategy
Committee and the Management Committee, that addresses important management mattersshall be appropriately recorded, stored and managed.
(c) Important corporate documents, such as kessaisho (documents for approval), which are related
to the execution of Directors’ duties, shall be appropriately recorded, stored and managed.
(4) Rules and other systems regarding loss risk management(a) As for risk management of risks involving business activities, compliance with ethics,
laws and regulations, sustainability, financial reporting, and information disclosure, theCorporate Officers in charge shall endeavor to recognize their respective risks. The JFE Group
Sustainability Council chaired by the CEO shall check, identify and evaluate the risk factors, as
required, and deliberate and make decisions on how to cope therewith. The Board of Directors
shall deliberate and make decisions or receive reports on important matters concerning risk
management.
(b) With regard to disasters such as large-scale earthquakes and pandemics, the JFE Group
Sustainability Council shall determine response processes in advance, and immediately
deliberate and make decisions on how to cope therewith, in order to minimize losses in the eventof occurrence thereof.
(c) Important management matters shall be deliberated and decided in accordance with the decisionmaking procedures set forth in the Rules of the Board of Directors, etc.
(5) Systems to ensure the propriety of business operations conducted by the corporate group(a) The respective Group companies of the JFE Group shall streamline their in-house systems withregard to the matters specified in the basic policies, as required, by taking into account theircorporate size, business lines, organizational design of the in-house body, and corporate
individuality and characteristics.
(b) JFE Holdings, Inc. shall determine its decision-making procedures, etc., for important groupmanagement matters, as well as important matters (including matters with regard to loss risk
management.) of the operating companies (significant subsidiaries being operating companies ofwhich JFE Holdings, Inc., directly holds shares thereof) and their affiliated Group companies
in accordance with the regulations of the Board of Directors, etc., then deliberate and makedecisions on such matters at the appropriate organizational bodies or receive reports therefrom.
Each operating company shall determine its decision-making procedures, etc., for importantmatters for itself and its affiliated Group companies in accordance with its regulations of theBoard of Directors, etc., then deliberate and make decisions on such matters at the appropriateorganizational bodies or receive reports therefrom.
(c) JFE Holdings, Inc. shall, at the JFE Group Sustainability Council, deliberate and makedecisions on the basic policies and important matters regarding risk management common to
the Group, confirm and evaluate the Group’s risk management, and supervise the progress ofthe measures implemented. The Board of Directors shall deliberate and make decisions or
receive reports on important matters concerning the Group’s risk management.
- 40 -

(Translation for reference only)(d) JFE Holdings, Inc. shall establish the JFE Group Compliance Council to deliberate and makedecisions related to the Group’s basic policy and important matters in regard to compliancewith the code of ethics and laws and regulations, and supervise the status of the implementationof related measures. And, in order to promote its group management that is compliant with thecode of ethics and laws and regulations, JFE Holdings, Inc. shall closely coordinate with theCompliance Councils of operating companies.
Each operating company shall establish a Compliance Council to deliberate and make decisions
related to the basic policy and important matters in regard to compliance with the code of ethics
and laws and regulations for itself and its affiliated Group companies, and supervise the statusof the implementation of related measures.
JFE Holdings, Inc. shall streamline and appropriately operate the Corporate Ethics Hotline asa system to help ensure that important information of the entire Group regarding the compliancewith the code of ethics, laws and regulations is directly communicated from the front lines to
top management.
(e) The internal auditing department of JFE Holdings, Inc. shall audit the effectiveness andefficiency of the business and the compliance status with regard to the relevant laws,
regulations and the Articles of Incorporation at the operating companies, or receive reports
from the respective internal auditing departments of such operating companies. The internal
auditing department of each operating company shall audit the effectiveness and efficiency ofthe business and the compliance status with regard to the relevant laws, regulations and the
Articles of Incorporation at its affiliated Group companies, or receive reports from therespective internal auditing departments of such Group companies.
(f) The respective Group companies of the JFE Group shall streamline their required systems,
which are necessary to ensure the reliability of their financial reporting, and disclose
appropriate information at appropriate times.
2. Systems necessary for the Company’s Audit & Supervisory Board Members to execute their duties(1) Matter regarding employees as assistants to support Audit & Supervisory Board Member’s duties
Employees who support any Audit & Supervisory Board Member in conducting his/her duties
shall be staff of the Audit & Supervisory Board Member’s Secretariat.
(2) Matter regarding the independence of employees as assistant to support Audit & Supervisory
Board Member’s duties from Directors
The personnel affairs of the employees who serve as assistants to the Audit & Supervisory Board
Members shall be consulted with the Audit & Supervisory Board Members.
(3) System for ensuring the effectiveness of the instructions given to employees as assistants to
support Audit & Supervisory Board Member’s duties
The employees who serve as assistants to the Audit & Supervisory Board Members shall performtheir operations of supporting an Audit & Supervisory Board Member’s duties under thesupervision of said Audit & Supervisory Board Member.
(4) System for reporting to the Audit & Supervisory Board Members(a) The Audit & Supervisory Board Members shall attend the meetings of the Board of Directors,
the JFE Group Management Strategy Committee, the Management Committee and otherimportant meetings and receive reports thereat.
•
The Directors, Corporate Officers and employees shall report the execution of their duties(including important matters regarding the operating companies and their affiliated Group
companies) to the Audit & Supervisory Board and/or any Audit & Supervisory Board Member
as required or if so requested by the Audit & Supervisory Board or any Audit & Supervisory
Board Member. The Directors, Corporate Officers and employees of the operating companiesor their affiliated Group companies shall report the execution of their duties to the Audit &Supervisory Board and/or any Audit & Supervisory Board Member as required or if sorequested by the Audit & Supervisory Board or any Audit & Supervisory Board Member.
(b) JFE Holdings, Inc. shall streamline the Corporate Ethics Hotline as a system that allows anyone
to directly report to or consult with an Audit & Supervisory Board Member. The details of any
violations that have been reported or discussed over the Corporate Ethics Hotline are handled
by the department in charge thereof and shall then be reported to the Audit & Supervisory
Board and/or the Audit & Supervisory Board Members, as they occur.
(5) System to ensure that anyone who has reported to an Audit & Supervisory Board Member does
not suffer detrimental treatment for the reason of having made said report
JFE Holdings, Inc. shall stipulate in the relevant regulations that anyone who has reported any
violations through the Corporate Ethics Hotline and that anyone who has reported or discussed
any violations with the Audit & Supervisory Board and/or the Audit & Supervisory Board- 41 -

(Translation for reference only)
Members shall not be unfavorably treated, and shall appropriately operate said regulations.
(6) Policies with regard to expense prepayment and/or reimbursement procedures related to the
execution of duties by the Audit & Supervisory Member, and the handling of any other expenses
or obligations that derive from the execution of the relevant duties
JFE Holdings, Inc., shall respond to the request as soon as possible if a request is made with regard
to the prepayment or reimbursement of expenses that are required for the execution of duties of
Audit & Supervisory Board Members.
(7) Other systems to ensure effective audits by the Audit & Supervisory Board Members(a) The Directors, Corporate Officers and employees shall cooperate with the Audit & Supervisory
Board Members in improving the auditing environment so that various Audit & Supervisory
Board Members’ activities can be smoothly executed, including access to important documents,
site examinations, exchanges of opinion with Directors and others, examination of subsidiaries
and collaboration with the Audit & Supervisory Board Members of any subsidiaries, all ofwhich are considered necessary for the audits executed by the Audit & Supervisory Board
Members.
(b) The Audit & Supervisory Board Members shall receive reports from the Accounting Auditor
and the internal auditing department on their audit results (including important mattersregarding the operating companies and their affiliated Group companies) in an appropriate andtimely manner and maintain a close working arrangement with the Accounting Auditor and theinternal auditing department.

2. Basic Views on Eliminating Anti-Social Forces(1) Basic views on eliminating anti-social forces
The Company has established “JFE Group Policies for Addressing Anti-social Forces” byresolutions of the Board of Directors and, based on the policies, works to ensure sound company
management through uniform organization-wide measures under the JFE Group’s compliancesystem in response to anti-social activities.
“JFE Group Policies for Addressing Anti-social Forces”
The JFE Group aims to completely avoid any relationships with anti-social forces, and thegeneral administration and legal affairs departments of Group companies have been designated as
the departments responsible for dealing with issues related to anti-social forces. These
departments report any incidents involving anti-social forces, establish regulations for dealing withsuch incidents, and will work with police and other authorities to resolutely address matters
involving anti-social forces.
(2) Progress of eliminating anti-social forces(a) Establishment of JFE Group Standards of Business Conduct
The JFE Group Standards of Business Conduct stipulates “Firmly resist all elements andorganizations that threaten social order and stability, and refuse all illegal and improper
demands.”(b) Establishment of Regulations for Addressing Violence Directed at Companies“Regulations for Addressing Violence Directed at Companies” have been established toclarify the standards of response to anti-social forces, including a manual on the initial steps
that should be taken in responding to violence targeting companies.
(c) Training conducted
E-learnings are conducted and guidebooks on compliance are distributed to ensure that all JFE
Group executives and employees are thoroughly informed on the “JFE Group Policies for
Addressing Anti-social Forces” and the standards of response to anti-social forces, etc.

- 42 -

(Translation for reference only)

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

No Adopted

Supplementary Explanation<Basic Policy Regarding Persons who Control Decisions on JFE Holdings’ Financial and Business
Policies>
Based on the JFE Group’s Corporate Vision of “contributing to society with the world’s most innovativetechnology,” JFE Holdings’ basic management stance is to endeavor to increase, in good faith, thecorporate value and achieve the common interests of the shareholders by fully utilizing the source of ourcorporate value accumulated through long-term management efforts and ongoing investments, such as
world-leading manufacturing capabilities, cost competitiveness, development utilizing Group-wide
synergy, and excellent human capital, and by steady implementation of various measures based on a longterm perspective including development of technologies for carbon neutrality.
The Company believes that persons who control decisions on JFE Holdings’ financial and business
policies should respect this corporate philosophy and basic management stance and help to enhance theCompany’s long-term corporate value and the common interests of shareholders.
In addition, the Company believes that a change of control is an effective means of revitalizing corporate
activities and economy, and the Company believes that when a large-scale purchase of JFE shares iscommenced, the shareholders of JFE should, in principle, make decisions as to whether or not the largescale purchase is acceptable.
However, some large-scale purchases of the Company’s shares or proposals related to large-scale purchases may
impair the corporate value of the Company or the common interests of shareholders, which may in effectcompel the shareholders to sell their shares of the Company.
Therefore, at such times, from the perspective of enhancing corporate value and the common interests ofshareholders, the Company shall promptly take timely and appropriate measures to the extent permitted
by the Financial Instruments and Exchange Act, the Companies Act, and other related laws and ordinances,such as requesting that the person proposing a large-scale purchase of the Company’s shares provide
necessary and sufficient information for the shareholders to appropriately determine whether or not toproceed, disclosing the opinions of the Company’s Board of Directors while respecting the independent
opinions of Outside Directors/Audit &Supervisory Board, and endeavoring to give the shareholders thenecessary information and time to review these.

2. Other Matters Concerning Corporate Governance System
Outline of timely disclosure system
In order to maintain the credibility of the Group in the securities markets, the Company, Operating
Companies and Group companies formulate internal regulations concerning material facts, and, by
establishing departments managing information and judging and implementing timely disclosure of
information, disclose significant corporate information in a timely and appropriate manner in addition
to statutory disclosure such as annual securities reports and extraordinary reports based on the Financial
Instruments and Exchange Act.
With regard to timely disclosure of corporate information, the information is disclosed by registering with
TDnet, in accordance with the “Rules on Timely Disclosure of Corporate Information by Issuers of Listed
Securities” set out by the Tokyo Stock Exchange (the “Timely Disclosure Rules”).
[Flow of timely disclosure of corporate information]
1)“Information on decisions made” and “Information on financial results” that fall under the “Timely
Disclosure Rules”“Department controlling material facts” which administers relevant events communicates andcoordinates with “department aggregating information on material facts” (department in charge of- 43 -

(Translation for reference only)
general administration), “department confirming material facts” (department in charge of legal
affairs) and “department controlling announcement” (department in charge of public relations) on theform and contents, etc. of the timely disclosure. In the event that the Company makes decisions on
the events, the “department controlling announcement” promptly conducts the timely disclosure via
TDnet.
2)“Information on events occurred” that falls under the “Timely Disclosure Rules”
In the event that relevant events occur, “department controlling material facts” which administers
relevant events communicates and coordinates with “department aggregating information onmaterial facts” (department in charge of general administration), “department confirming material
facts” (department in charge of legal affairs) and “department controlling announcement”(department in charge of public relations) on the form and contents, etc. of the timely disclosure,and the “department controlling announcement” conducts the timely disclosure via TDnet
appropriately.

- 44 -

(Translation for reference only)[Diagram 1] Corporate Governance System[Diagram 2] Timely Disclosure System- 45 -

(Translation for reference only)(Appendix)

Skills Matrix of Directors and Audit & Supervisory Board Members
Position / Name

Representative Director

Yoshihisa Kitano

Representative Director

Masayuki Hirose

Representative Director

Masashi Terahata
Director

Toshinori Kobayashi
Director

Kazuyoshi Fukuda
Outside Director

Masami Yamamoto

Corporate
management/ Sustainability/ Technology / Finance /Management Environment
DX
Accounting
strategy

Keiichi Kobayashi
Audit & Supervisory Board
MemberNobuya Hara

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Steel / Trading

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○

○

○

Engineering

○

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○
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○

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Outside Audit &Supervisory Board Member○

Outside Audit &Supervisory Board Member○○○- 46 -

Steel○

Outside Audit &Supervisory Board Member

Isao Saiki

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Nakaba Akimoto

Steel / Trading

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Steel

-

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Takuya Shimamura

Operation withknowledge

Steel

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Audit & Supervisory Board
MemberTsuyoshi Numagami

Sales /
Marketing○Yoshiko Ando

Outside Director

Personnel andLegal /
labor/ Human
Complianceresourcesdevelopment○

Outside Director○

Internal
control /Governance

Steel /Engineering /Trading

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