Corporate GovernanceJuly 24, 2024

Direct Marketing MiX Inc.

Daisuke Uehara
President and CEO
Representative Executive Officer
Contact: Motoyoshi Doi, Executive Officer and CFO (81-6-6809-1615)
Securities Code: 7354
https://dmix.co.jp/
The corporate governance of Direct Marketing MiX Inc. (the “Company”) is described below.
I.

Basic Views on Corporate Governance, Capital Structure, Corporate Attributes and Other Basic
Information

1. Basic Views
The Company aims to be a corporate entity needed by society in order to fulfill its social responsibility as a good
corporate citizen, and strives to build relationships of trust with stakeholders, including shareholders, employees
and business partners.
The Company is a company with Nominating and other Committees based on the principle of the monitoringmodel, and it has increased management efficiency by clearly segregating execution and supervision. The Boardof Directors collaborated with the Nominating Committee and the Remuneration Committee to strengthen the
supervisory function over Executive Officers. In addition, the Company is working to enhance its corporate
governance while ensuring sound, efficient and transparent management for sustainable growth and theenhancement of medium- to long-term corporate value.
[Reasons for Non-compliance with the Principles of Japan’s Corporate Governance Code][Supplementary Principle 4.1.3 Appropriate Supervision of a Succession Plan for the CEO and Other Top
Executives]
At this time, the Company has not established a succession plan for its CEO. However, in order to determine thesuitability of successors, the Company will consult with the Nominating Committee, the majority of whose
members are outside members of the Board of Directors (and chaired by an independent outside member of theBoard of Directors), and based on the committee’s findings, the Company will consider not only candidates’ trackrecords and achievements, but also, for example, the discernment, decision-making ability and capacity to carryout one’s duties as required for top management positions.
As part of this process, the Company designates a proxy to act as convener and chairperson of general meetingsof shareholders and the Board of Directors in the event of unforeseen circumstances. Through the selection, etc.
of said proxy each year by the Board of Directors, the Board of Directors promotes his/her role and sense ofawareness as a member of senior management and evaluates his/her suitability in terms of qualifications,management abilities and other competencies.
[Disclosure Based on the Principles of Japan’s Corporate Governance Code][Supplementary Principle 1.2.4 Electronic Exercise of Voting Rights and English Translation of Convocation
Notice]The Company has introduced an electronic voting platform in order to encourage the exercise of voting rights byinvestors. In addition, based on the ratio of shares held by overseas investors, the Company is translating its
convocation notices into English.
[Principle 1.4 Shares Held as Cross-Shareholdings]
The Company does not hold any cross-held shares.

[Principle 1.7 Related Party Transactions]
The Company receives prior approval from the Board of Directors for transactions involving conflicts of interest
and competing transactions with shareholders substantially controlled by members of the Board of Directors,
Executive Officers, or their close relatives, and reports on such transactions thereafter. Furthermore, thesetransactions are disclosed in the securities reports.
[Supplementary Principle 2.4.1 Ensuring Diversity](1) The Company recognizes that hiring and appointing a diverse workforce in terms of gender, age, career
history and other characteristics will provide equal employment opportunities, eliminate disparities in
employee attributes, and allow for a various projects and proposals from a wide range of perspectives. The
Company also believes that a multifaceted management strategy based on differing perspectives will, forexample, create new forms of innovation adapted to changes in the business environment that will serve asa trigger for improved business performance and further help the Company secure a competitive advantage.
(2) The Company secures talented personnel by recruiting and evaluating employees regardless of gender, age,nationality or other characteristics in order to leverage upon a diverse workforce in accordance with theCompany’s medium- to long-term staffing plan, and by establishing a human resources value chain, theCompany aims to adapt its business strategy to changes in the business environment.
(3) The Company has historically employed a large number of mid-career hires, and as such they comprise themajority (90% or more) of its management staff.
(4) The Company recognizes that its talent is an important management resource, and in order to promotesustainable growth, it is essential for the Company to secure and develop talented human resources. To thisend, the Company not only educates employees through job-specific and new hire trainings on a regularbasis each year, but also strives to raise morale and help employees manifest their latent abilities throughHR systems adapted to changes in the environment and by assigning the right people to the right positions.
In addition, in order to leverage upon a diverse workforce, the Company promotes diversity, and works toenhance corporate value by recruiting, evaluating and promoting employees regardless of gender, age,nationality or other characteristics.
[Principle 2.6 Functioning as Asset Owner of Corporate Pension Funds]
There are no applicable matters to disclose as the Company does not have a corporate pension fund scheme.
[Principle 3.1 Enhancement of Information Disclosure](1) The Company discloses its management philosophy at the URL below.
https://dmix.co.jp/(2) The Group’s basic views on corporate governance are set forth in this report under I. 1. Basic Views.
(3) With regard to individual remuneration for members of the Board of Directors and Executive Officers, theRemuneration Committee, chaired by an independent outside member of the Board of Directors andcomprised of a majority of independent outside members of the Board of Directors, has established the
Policy for Determining Individual Remuneration, etc. of Members of the Board of Directors and Executive
Officers. Matters related to remuneration for Members of the Board of Directors and Executive Officers,
including said policy, are disclosed under (i) Policy for Determining Individual Remuneration, etc. ofMembers of the Board of Directors and Executive Officers in Disclosure of Policy for Determining
Remuneration Amounts or Calculation Methods Thereof below.
(4) The content of proposals submitted to general meetings of shareholders regarding the selection and dismissalof members of the Board of Directors is determined by the Nominating Committee, which is chaired by anindependent outside member of the Board of Directors and comprised of a majority of outside members of
the Board of Directors.
[Supplementary Principle 3.1.2 Provision of English Language Disclosures]
Bearing in mind the number of foreign shareholders, the Company has prepared an English language version of
its website and prepares financial results, financial results briefings and other materials to disclose information
in English.

[Supplementary Principle 3.1.3 Disclosures Related to Sustainability](1) The Company recognizes that the response to ESG and the SDGs in relation to sustainability is a key
management issue, and believes that appropriately responding to diverse issues, such as social andenvironmental issues, will bring benefits to society at large and lead to the enhancement of the Company’s
medium- to long-term corporate value. Based on these beliefs, the Company established the Sustainability
Committee with the President and CEO, Representative Executive Officer as chairperson in order to promotesustainability management from the perspective of SX (sustainability transformation). The Company has
also formulated a basic policy and identified materiality items (key issues) in addition to proceeding withdiligent work to achieve targets, such as a ratio of female members of the Board of Directors of 30% (2030)
and zero CO2 emissions (2030).
Under these conditions, Customer Relation Telemarketing Co., Ltd., a core operating company of the Group,
received an award of excellence in July 2022 through the “Osaka Prefecture Lively Male and Female
Business Operator Awards,” through which Osaka Prefecture awards business operators who proactively
work to promote women’s advancement.
These measures are akin to the “three-way satisfaction” approach (good for the seller, good for the buyer,
and good for the world), and in recent years the Company has also played a role in social infrastructure,including contract work for COVID-19 vaccine reservations.
(2) The Company maintains and promotes the health of its employees by providing periodic medical
examinations and holding Safety and Health Management Committee meetings every year as an investment
in its human capital. In addition, to enhance communication skills and other abilities which are a foundationof the Company’s business, education is provided through training such as job-specific and new hire
trainings. The Company is also striving to improve its working environment to raise morale and so that
employees can fully demonstrate their abilities through diverse working patterns that take work-life balance
into consideration as well as performance-based management systems, etc.
(3) The Company’s strategy in terms of intangible assets is to enhance its corporate image and ensure credibility
by primarily focusing on trademark registration in order to strengthen its brand building and to protect andutilize its logo with the aim of creating value in line with its business activities.
(4) Meanwhile, the Company is working to build a crisis management system that aims for the best and preparesfor the worst as a business continuity planning (BCP) measure. Alongside taking appropriate action in thecase of unforeseen events such as typhoons, torrential rains and earthquakes, the Company is promoting AIbased digital transformation (DX) at contact centers and striving to decentralize its business bases in orderto minimize damage, loss, and loss of trust due to natural disasters and other calamities.
(5) With regard to the impacts of climate change, the Company presumes that contact centers may be shut down,
offices may be closed, business operations may be suspended, and other issues may arise due to building
damage, system failures, degradation of telecommunication systems and the like.
(6) On the other hand, the Company is promoting AI-based DX at contact centers and is striving to decentralize
its business bases in preparation for natural disasters, pandemics and other unforeseen events. The Company
therefore expects these measures to lead to increased sales and expanded communication channels whensuch an event should occur, and anticipates that they will consequently contribute to its businessperformance through upticks in call volumes at contact centers and other increases in outsourced operations.
(7) Regarding information disclosure based on the TCFD framework, the Company is working to achieve netzero CO2 emissions from electricity use, etc., after taking into consideration the characteristics of theCompany’s business and other factors.
(8) It is difficult to reasonably foresee the impact that said risks and profit opportunities would have on businessperformance in terms of the amount of damage, lost profits and incidental gains.
[Supplementary Principle 4.1.1 Scope of Matters Delegated to Management]
As a company with Nominating and other Committees, representative Executive Officers and others delegatedauthority by the Board of Directors make important decisions on business execution, enhancing corporate value
through flexible business development.
[Principle 4.9 Independence Standards and Qualifications for Independent Outside Members of the Board of
Directors]
In selecting candidates for independent outside members of the Board of Directors to be submitted to general
meetings of shareholders, the Nominating Committee makes its decisions based on the Criteria for Independenceof Outside Members of the Board of Directors in Matters relating to Independent Executives below. The reasonsfor nomination are disclosed in the convocation notice of the general meeting of shareholders and in this report.

[Supplementary Principle 4.10.1 Independent Nominating and Remuneration Committees]
As a company with Nominating and other Committees, the Company has established an independent Nominating
Committee and Remuneration Committee.
[Principle 4.11 Preconditions for Ensuring Effectiveness of the Board of Directors]
The Company appoints independent outside members of the Board of Directors through comprehensive
consideration of each candidate’s character, insight, past experience in important positions, legal expertise,managerial ability at other companies, practical experience, performance, personal connections in the business
community and other factors. In terms of diversity, three of the eleven Members of the Board of Directors are
women and five are independent outside members. The opinions, advice and other recommendations received
from these independent outside members of the Board of Directors strengthen the Board of Directors’
management supervision function by enhancing the transparency and credibility of the Board while also
stimulating it.
[Supplementary Principle 4.11.1 Diversity of the Board of Directors](1) Candidates for member of the Board of Directors submitted to general meetings of shareholders are selectedby the Nominating Committee, which is comprised of a majority of independent outside members of theBoard of Directors. Said candidates for member of the Board of Director are selected in consideration of theCompany’s management strategy, medium- to long-term plans and priority issues while comprehensively
taking into consideration each individual’s abilities, experience, expertise and other qualities.
(2) The Company strives to optimize the Board of Directors as a whole by ensuring that each individual fulfills
his/her roles and responsibilities.
(3) Skills and experience possessed by each member of the Board of Directors with respect to the categories
required for members of the Board of Directors by the Company are as follows:
Name

Position in the
Company

Mgmt.

Ind.

B.Stgy.

Fin.

Leg.

Pers.

Sus.


Yuki Kobayashi

Member of the Board of
Directors









Daisuke Uehara

Member of the Board of
Directors









Motoyoshi Doi

Member of the Board of
Directors









Atsuho Ikeda

Member of the Board of
Directors









Kensaku Mizutani

Outside Member of theBoard of Directors







Masami Mishima

Outside Member of theBoard of Directors

Toshio Miyake

Outside Member of theBoard of DirectorsKenjiro Maeda

Outside Member of theBoard of Directors

Yuka Matsubara

Outside Member of theBoard of Directors

Emi Yoneda

Outside Member of theBoard of Directors



Kanako ItoMember of the Board of
Directors

























Mgmt. Management experience Ind. Industry knowledge
B.Stgy. Business strategy
Fin. Finance and accounting
Leg. Legal affairs and risk management
Pers. Personnel, labor and human resource development Sus. Sustainability









(4) Criteria for election of members of the Board of Directors
For the composition of the overall Board of Directors of the Company, its basic policy is that the Board of
Directors should be composed of a majority of outside members and at least 20% of female members of the Boardof Directors in light of diversity. Under this policy, based on the policies and criteria for selecting candidates formembers of the Board of Directors and in consideration of matters such as the business environment andmanagement strategy of the Company, the Nominating Committee appoints as internal members of the Board of
Directors (including those who concurrently serve as Executive Officers) candidates who have the expertise inareas such as industry trends, finance and accounting, legal affairs and compliance and human resources strategy,
and the abilities and other qualities for handling management issues, and as outside members of the Board of
Directors the courageous persons who provide proper advice and opinions on matters such as building internal
control systems and managing risks from an external perspective based on the management experience or theinsight and experience as experts such as attorneys at law and certified public accountants.
[Management experience]
Has knowledge, experience and abilities related to corporate management and organizational operations and canmake proper and quick management decisions such as promptly reacting to environmental changes.
[Industry knowledge]
Is well versed in industry trends, has extensive knowledge and experience, and also grasps market trends
accurately and is insightful and forward-looking.
[Business strategy]
Can read business environmental changes and customers’ needs accurately and formulate strategic business plansquickly that are suitable for the Company’s actual circumstances such as revising business portfolios.
[Finance and accounting]Has insight, experience and abilities related to finance and accounting and is also qualified as a certified public
accountant or tax accountant.
[Legal affairs and risk management]
Has knowledge, experience and abilities related to risk management, compliance and corporate governance andis also qualified as an attorney at law.
[Personnel, labor and human resource development]
Has insight and experience related to the development and securing of diverse human resources that are an
important management resource of the Company, diversity promotion and human resources strategy.
[Sustainability]
Has knowledge and experience related to non-financial statements such as environment, society and governanceand can also offer opinions for the Company to take initiatives toward realizing a sustainable society.
[Supplementary Principle 4.11.2 Concurrent Positions Held by Executives]
The status of members of the Board of Directors and Executive Officers holding concurrent positions is listed in
the matters related to company executives section of the Company’s convocation notice of the annual general
meeting of shareholders and the status of executives section of the Company’s securities report.
[Supplementary Principle 4.11.3 Evaluation of the Effectiveness of the Board of Directors]
In order to improve the Board of Directors as a whole, the Company surveys all members of the Board of
Directors, analyzes the responses, and interviews each of them to identify areas for improvement and issues. The
required countermeasures are then discussed by the Board of Directors. The results of the evaluation of the Boardof Directors show that the Board of Directors is fulfilling its roles and responsibilities, etc., indicating that it islargely functioning properly and that its effectiveness has been ensured.
Going forward, the Company will work so that the Board of Directors can function even better, such as byimproving issues, as part of the PDCA cycle.

[Supplementary Principle 4.14.2 Policy of Members of the Board of Directors Training](1) The Company provides information such as industry trends at the Board of Directors and other meetings inorder to deepen understanding of its line of business and contribute to smooth and appropriate businessexecution.
(2) The Company has outside members of the Board of Directors with expertise in law, accounting, taxationand other areas who instruct on laws and regulations and provide related knowledge at the Board of Directors
and other meetings.
(3) Members of the Board of Directors who are members of the Audit Committee receive necessary training to
improve their auditing skills as part of the Company’s efforts to ensure proper auditing, including studies
through the Japan Audit & Supervisory Board Members Association.
[Principle 5.1 Policy for Constructive Dialogue with Shareholders](1) The Company places importance on dialogue in order to build a relationship of trust with its shareholders,with its Executive Officer and CFO among others actively engaged in dialogue (interviews) withshareholders and investors.
(2) Discussing the Company’s management policy, financial strategies and other matters through dialogue(interviews) promotes understanding of the Company and increases its fan base, which also helps it acquire
stable shareholders and establish a desirable shareholder composition.
[Measures for Carrying Out Management with an Awareness of Capital Costs and Stock Prices (English
Documents Disclosed)]
The Company has set a target for ROE, an indicator of the return on capital, with the aim of continuously
enhancing corporate value. For the specific target values and the status of measures, please refer to thefollowing and other materials disclosed on the Company’s website.
Financial results briefing (FY12/2023), p. 30
https://www.release.tdnet.info/inbs/ek/140120240213534923.pdf

2. Capital Structure
Foreign Shareholding Ratio

20% to less than 30%[Status of Major Shareholders]Name
Integral 3 Limited Partnership
Twenty-three seven Inc.
The Master Trust Bank of Japan, Ltd. (Trust
Account)
Innovation Alpha L.P.
NORTHERN TRUST CO. (AVFC) RE
UKUC UCITS CLIENTSNON LENDING 10PCT TREATY ACCOUNT
Custody Bank of Japan, Ltd. (Trust
Account)
Integral Corporation
BNYM SA/NV FOR BNYM FOR BNY GCM
CLIENT ACCOUNTS M LSCB RD
GOVERNMENT OF NORWAY
Mitsubishi UFJ Morgan Stanley Securities Co.,
Ltd.

Number of Shares Owned(Shares)

Shareholding Ratio (%)

16,818,700

36.57

4,151,600

9.02

3,401,400

7.39

2,669,800

5.80

2,331,300

5.06

1,875,800

4.07

1,152,000

2.50

632,306

1.37

577,700

1.25

538,700

1.17

Controlling Shareholder (except for Parent)―

ParentNone

Supplementary Explanation―

3. Corporate Attributes
Listed Stock Market and Market Section

Tokyo Stock Exchange, Prime Market

Fiscal Year-End

DecemberType of Business

Services

Number of Employees (Consolidated) at End
1,000 or moreof the Previous Fiscal YearNet Sales (Consolidated) for the Previous Fiscal
From ¥10 billion to less than ¥100 billion
Year
Number of Consolidated Subsidiaries at End
Less than 10of the Previous Fiscal Year

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

5. Special Circumstances Which May Have Material Impact on Corporate Governance―
II. Business Management Organization and Other Corporate Governance Systems regarding Decisionmaking, Execution of Business, and Supervision in Management

1. Organizational Composition and Operation
Organization Form

Company with nominating and other committees[Members of the Board of Directors]
Maximum Number of Members of the Board of
Directors Stipulated in Articles of Incorporation

11

Term of Office Stipulated in Articles ofIncorporation

1 yearChairmanship of the Board

Other member of the Board of Directors

Number of Members of the Board of Directors

11[Matters Relating to Outside Members of the Board of Directors]
Number of outside members of the Board of
Directors

6

Number of outside members of the Board of
Directors designated as independent executives

5

Relationship of Outside Members of the Board of Directors with the Company (1)Relationship with the Company*
Name
Attribute
a.
b.
c.
d.
e.
f.
g.
h.
i.
Kensaku Mizutani

From another company

Masami Mishima

CPA/Certified public
tax accountant

Toshio Miyake

From another company

Kenjiro Maeda

From another company

Yuka Matsubara

Attorney at law

Emi Yoneda

CPA

j.

k.

○

* Categories for “Relationship with the Company”
a. Executive (a person who executes business; hereinafter, the same) of the Company or its subsidiaryb. Non-executive members of the Board of Directors or executive of the parent of the Company
c. Executive of a fellow subsidiary of the Company
d. Party whose major business partner is the Company or an executive thereof
e. Major business partner of the Company or an executive thereof
f. Consultant, accounting professional or legal professional who receives a large amount of monetaryconsideration or other property from the Company besides compensation as a director
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is a
corporation)h. Executive of a business partner of the Company (which does not correspond to any of d., e., or f.) (thedirector himself/herself only)
i. Executive of a corporation to which outside executives are mutually appointed (the director himself/herself
only)
j. Executive of a corporation that receives a donation from the Company (the director himself/herself only)
k. OtherRelationship of Outside Members of the Board of Directors with the Company (2)Committee to Which the
DesignSupplementary
Director Belongs
ation asExplanation ofNominatRemuIndeName
Audit
the
ing
neration
pendent
CommitRelationshipCommit- CommitExecutive
tee

Kensaku Mizutanitee

Reasons for Appointment

tee

Kensaku Mizutani is wellversed in businessanalysis, economic trends
and other fields throughhis extensive management
experience and insight,
and offers opinions andadvice on management
improvements, businessreform and others. He has
been appointed as an
outside member of theBoard of Directors
because he is expected tocontinue contributing tostrengthening thesupervisory functions of
the Board of Directors
from an outside
viewpoint.

Committee to Which the
Director Belongs
Name

Masami Mishima

Nominating
Committee

Remuneration
Committee

Audit
CommitteeDesignation as
Independent
ExecutiveSupplementary
Explanation ofthe
Relationship

Reasons for Appointment

Masami Mishima has
specialized knowledge
and extensive experience
as a certified public
accountant and certified
public tax accountant andis well versed in corporate
accounting, and therefore
offers opinions and advice
on financial reform,
managerial accounting
and others. He has been
appointed as an outside
member of the Board of
Directors because he isexpected to continue
contributing tostrengthening thesupervisory functions of
the Board of Directors
from an outside
viewpoint.
Furthermore, Mr. Mishima
does not violate theindependence criteria set
by Tokyo Stock
Exchange, Inc., andsatisfies the Criteria for
Independence of Outside
Members of the Board of
Directors established by
the Company.
In light of the above, theCompany has determinedthat he is an outside
member of the Board of
Directors who presents norisk of a conflict ofinterest with generalshareholders, and has
designated him as anindependent officer.

Committee to Which the
Director Belongs
NameToshio Miyake

Nominating
Committee

Remuneration
Committee

Audit
CommitteeDesignation as
Independent
ExecutiveSupplementary
Explanation ofthe
Relationship

Reasons for Appointment

Toshio Miyake has
deepened his knowledgeof finance and accounting
through audits of theCompany and its
subsidiaries. He has been
appointed as an outside
member of the Board of
Directors because he isexpected to continue
contributing tostrengthening thesupervisory functions of
the Board of Directors
from an outside
viewpoint.
Furthermore, Mr. Miyake
does not violate theindependence criteria set
by Tokyo Stock
Exchange, Inc., andsatisfies the Criteria for
Independence of Outside
Members of the Board of
Directors established by
the Company.
In light of the above, theCompany has determinedthat he is an outside
member of the Board of
Directors who presents norisk of a conflict ofinterest with generalshareholders, and has
designated him as anindependent officer.

Committee to Which the
Director Belongs
Name

Kenjiro Maeda

Nominating
Committee

Remuneration
Committee



Audit
Committee

Designation as
Independent
ExecutiveSupplementary
Explanation ofthe
Relationship

Reasons for Appointment

Kenjiro Maeda has gained
extensive experience andinsight as well asfamiliarity with overallmanagement. He has been
appointed as an outside
member of the Board of
Directors because we
expect that the knowledge
and managerial experience
he has built up over many
years will allow him tocontribute tostrengthening the auditing
and supervisory functionsof the Board of Directors
from an objective outside
perspective.
Furthermore, Mr. Maeda
does not violate theindependence criteria set
by Tokyo Stock
Exchange, Inc., andsatisfies the Criteria for
Independence of Outside
Members of the Board of
Directors established by
the Company.
In light of the above, theCompany has determinedthat he is an outside
member of the Board of
Directors who presents norisk of a conflict ofinterest with generalshareholders, and has
designated him as anindependent officer.

Committee to Which the
Director Belongs
Name

Yuka Matsubara

Nominating
Committee

Remuneration
Committee

Audit
CommitteeDesignation as
Independent
ExecutiveSupplementary
Explanation ofthe
Relationship

Reasons for Appointment

Yuka Matsubara is alawyer specializing in
corporate legal affairs.
She has outstanding
expertise and insight andhas also worked atfinancial institutions. She
has been appointed as an
outside member of theBoard of Directors
because she is expected tocontribute tostrengthening thesupervisory functions of
the Board of Directors byproviding advice andrecommendations from alegal perspective on issues
such as ensuring
compliance and risk
management.
Furthermore, Ms.
Matsubara does not
violate the independence
criteria set by Tokyo
Stock Exchange, Inc., andsatisfies the Criteria for
Independence of Outside
Members of the Board of
Directors established by
the Company.
In light of the above, theCompany has determinedthat she is an outside
member of the Board of
Directors who presents norisk of a conflict ofinterest with generalshareholders, and has
designated her as anindependent officer.

Committee to Which the
Director Belongs
Name

Emi Yoneda

Nominating
Committee

Remuneration
Committee





Audit
Committee

Designation as
Independent
ExecutiveSupplementary
Explanation ofthe
Relationship

Reasons for Appointment

Emi Yoneda has expertisein finance and accounting
as a certified public
accountant and has also
been involved inmanaging companies andother organizations. She
has extensive insights
regarding diversity and isserving as the director ofJapan Professional
Football League(J.League). She has been
appointed as an outside
member of the Board of
Directors because she isexpected to contribute tostrengthening thesupervisory function of
the Board of Directors byproviding advice andrecommendations on
issues such as sustainable
management and humanresources developmentfrom a wide range ofperspectives.
Furthermore, Ms. Yoneda
does not violate theindependence criteria set
by Tokyo Stock
Exchange, Inc., andsatisfies the Criteria for
Independence of Outside
Members of the Board of
Directors established by
the Company.
In light of the above, theCompany has determinedthat she is an outside
member of the Board of
Directors who presents norisk of a conflict ofinterest with generalshareholders, and has
designated her as anindependent officer.

[Committees]
Committee’s Composition and Chairperson’s Attributes
Total
Committee
Members
Nominating
Committee

3

Audit
Committee

03

Remuneration
Committee

InsideMembers of
the Board of
Directors

Full-timeMembers

Chairperson

2

OutsideMember of theBoard ofDirectors

3

OutsideMember of theBoard ofDirectors

2

OutsideMember of theBoard ofDirectors

1

1

3OutsideMembers of
the Board of
Directors

001[Executive Officers]
Number of Executive Officers

6

Status of Concurrent Position

Name

Representative
Authority

Concurrent Position Held by Member of theBoard of Directors
Nominating
Committee
MemberRemuneration
Committee
MemberConcurrent
Position as
Employee

Daisuke Uehara

Yes

Yes

×

○

No

Motoyoshi Doi

No

Yes

×

×

No

Kanako Ito

No

Yes

×

×

No

Yoshiaki Tanaka

No

No

×

×

Yes

Masato Kagawa

No

No

×

×

Yes

Ryutaro Kagawa

No

No

×

×

Yes

[Auditing Structure]
Appointment of Member of the Board of
Directors and/or Employees to Support Duties of
the Audit Committee

Appointed

Matters Related to the Independence of Such Members of the Board of Directors and/or Employees from
Executive Officers
The Company has established an Internal Audit Office as an organization supporting the Audit Committee, andpersonnel matters related to said staff members (appointment, reassignment and evaluation) are decided based on
the views of the Audit Committee.

Cooperation among Audit Committee, Financial Auditor and Internal Audit Department
The Audit Committee exchanges information on the results of audits with the Financial Auditor and maintains a
relationship of close mutual collaboration with the Internal Audit Office, the Company’s internal audit department.
The Audit Committee and the Internal Audit Office collaborate closely on audits, with the Internal Audit Officeconducting operational audits based on the annual internal audit plan and supporting the Audit Committee in its
duties. The Internal Audit Office reports on the status of internal audits and problems, etc. discovered throughaudits to the Audit Committee on a continual basis. In addition, they share issues, etc. from internal audits andAudit Committee audits as necessary, mutually proposing necessary countermeasures and remedial actions.
[Independent Executives]
Number of Independent Executives

5

Matters relating to Independent Executives<Criteria for Independence of Outside Members of the Board of Directors>
The Company has established criteria for determining independence and considers persons who do not fall under
any of the following matters to be independent outside members of the Board of Directors.
1. A person who executes business of the Group (the Company or its consolidated subsidiaries; the same
hereinafter) or who has executed business of the Group in the past ten years
2. A party whose major business partner is the Group (major business relationship refers to cases where thetransaction amount between that company, etc. and the Group accounts for 1% or more of the consolidated
net sales or transaction amount of both parties) or a person who executes business thereof
3. A party who has a major business relationship with the Group (major business relationship refers to cases
where the transaction amount between that company, etc. and the Group accounts for 1% or more of theconsolidated net sales or transaction amount of both parties) or a person who executes business thereof
4. A major shareholder of the Company (a shareholder holding 10% or more of the total voting rights) or aperson who executes business thereof, or a party in which the Group is a major shareholder
5. A person who executes business of an organization or a corporation that has received large donations, loans
or guarantees from the Group
6. A person who executes business of a company involved in mutual dispatch of directors to and from theGroup
7. An attorney at law, a certified public accountant, a consultant or other such person who receives money orother assets of ¥10 million yen or more from the Group other than executive remuneration (if the person
receiving such assets belongs to a corporation, partnership or other organization, then such organization thatreceives money or other assets in transactions with the Group worth 1% or more of the consolidated net
sales or transaction amount of both parties and ¥10 million yen or more)
8. For 2. through 7. above, a person for whom the conditions have been applicable for any of the past five fiscal
years.
9. Spouse or relative within the second degree of a person who falls under any of items 1. through 8. above[Incentives]
Implementation of Measures to Provide
Incentives to Members of the Board of Directors
and/or Executive Officers

Introduction of performance-based remuneration,
Introduction of share options plan, and others

Supplementary Explanation
The Company has introduced shares with transfer restrictions and share options in order for members of the Boardof Directors and Executive Officers to share in the benefits and risks of stock price fluctuations with shareholders
and to motive them more than ever to contribute to stock price appreciation and increased corporate value.
Recipients of share options

Executive Officers, EmployeesSupplementary Explanation
The Company grants share options to the Group’s Executive Officers (including Members of the Board of
Directors Serving as Executive Officers) and employees with the aim of increasing the sense of participation in
management and enhancing corporate value.
[Remuneration for Members of the Board of Directors and Executive Officers]
Disclosure of Individual Remuneration

No individual disclosure

Supplementary Explanation
The Company discloses the total amount of remuneration for and number of internal members of the Board of
Directors, outside members of the Board of Directors, and Executive Officers in its convocation notice of theannual general meeting of shareholders and securities report.
Policy for Determining Remuneration Amounts
or Calculation Methods Thereof

Established

Disclosure of Policy for Determining Remuneration Amounts or Calculation Methods Thereof(i) Policy for Determining Individual Remuneration, etc. of Members of the Board of Directors and Executive
Officers
A. The Remuneration Committee, which consists of three members of the Board of Directors (of which two are
independent outside members), sets the Policy for Determining Individual Remuneration, etc. of Membersof the Board of Directors and Executive Officers.
B. Remuneration System(A) Executive Officers (including Members of the Board of Directors Serving as Executive Officers)
Remuneration, etc. for Executive Officers consists of base compensation and performance-based
remuneration.
Base compensation is determined through comprehensive consideration of position, role, job responsibilities
and other factors.

Performance-based remuneration is determined in accordance with performance in the previous fiscal year,
and consists of monetary compensation comprising annual incentives and non-monetary compensation
comprising medium- to long-term incentives. Monetary compensation comprising annual incentives isdetermined in accordance with the level of achievement for targets including revenue, operating profit andprofit attributable to owners of parent, which are related to the consolidated operating results planned at the
beginning of the fiscal year and serve as important management indicators.
For information on these results, please refer to [5] Changes in the Status of Assets and Profit/Loss in the
Notice of the 7th Annual General Meeting of Shareholders (Japanese only).
Base compensation is paid as a set amount on monetary compensation.

The ratio of base compensation and performance-based remuneration within the total amount of
remuneration, etc. is determined based on position, role, tenure and other factors, with base compensation
ranging from 0% to 70% and performance-based remuneration ranging from 30% to 100%.
Non-monetary compensation comprising medium- to long-term incentives consists of share acquisitionrights (share options) and restricted share-based remuneration.

The ratio of monetary compensation and non-monetary compensation within performance-based
remuneration is determined based on position, role, tenure and other factors, with monetary compensation
ranging from 0% to 40% and non-monetary compensation ranging from 60% to 100%.
(B) Members of the Board of Directors (excluding Members of the Board of Directors Serving as Executive
Officers) and outside members of the Board of Directors
Remuneration for members of the Board of Directors consists solely of base compensation in light of theirduties and is paid on a monthly basis.
[Supporting System for Outside Members of the Board of Directors]
The Company has established Executive Offices for the Board of Directors, Nominating Committee, Audit
Committee and Remuneration Committee which provide outside members of the Board of Directors with priorexplanations and information to assist them in the smooth execution of their duties.

2. Matters on Functions of Business Execution, Audit and Supervision, Nomination, Remuneration
Decisions (Overview of Current Corporate Governance System)
1.

2.

3.

4.

5.

Board of Directors
The Company’s Board of Directors consists of eleven members (of whom six are outside members andthree are female members). Alongside determining the Company’s basic management policies, the Boardof Directors delegates authority to Executive Officers and supervises the execution of duties by said
Executive Officers.
Nominating Committee
The Company’s Nominating Committee consists of three members of the Board of Directors (of whom two
are outside members). By having outside members of the Board of Directors comprise the majority, theCompany has established a structure that ensures the appropriateness of nominations. The matters discussed
at Nominating Committee meetings concern decisions on the details of proposals for the selection anddismissal of members of the Board of Directors submitted to the general meetings of shareholders. Further,a full-time executive office has been established to ensure prompt and appropriate committee operations.
Audit Committee
The Company’s Audit Committee consists of three independent outside members of the Board of Directors.
The Company has appointed members with different areas of expertise as it believes this composition will
enable the committee to perform audits from a variety of perspectives. The matters discussed at Audit
Committee meetings concern the audit and supervision of the execution of duties by members of the Boardof Directors and Executive Officers, and decisions on the details of proposals for the appointment anddismissal of the Financial Auditor submitted to the general meetings of shareholders. Further, the Internal
Audit Office serves as the executive office supporting the Audit Committee and ensures prompt andappropriate committee operations.
Remuneration Committee
The Company’s Remuneration Committee consists of three members of the Board of Directors (of which
two are independent outside members), has a structure that evaluates business execution in an equitablemanner and ensures the appropriateness of remuneration. The matters discussed at Remuneration
Committee meetings concern decisions on the basic policy for remuneration, etc. for members of the Boardof Directors and Executive Officers, as well as decisions on individual remuneration amounts and thespecific calculation methods thereof. Further, a full-time executive office has been established to ensure
prompt and appropriate committee operations.
Executive Officers
Executive Officers are responsible for making decisions regarding business execution and executing saiddecisions in accordance with the basic policies established by the Board of Directors.

3. Reasons for Adoption of Current Corporate Governance System
In order to promote sound and highly transparent management that is thoroughly compliant, pursue economic
performance and efficiency, and fulfill its corporate social responsibility through fair and legal business
operations, the Company has strengthened the segregation of supervision and execution by adopting the structureof a company with Nominating and other Committees and established a robust corporate governance system. The
Company also has a system in place in which the Audit Committee, Financial Auditor, and Internal Audit Officemaintain a relationship of close collaboration and conduct audits from their own perspectives in order to prevent
business-related risks from materializing and detect and remedy issues at an early stage.

III. Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Energize General Shareholders Meetings and Smooth Exercise of Voting Rights
Supplementary Explanations

Early Notification of General
Shareholders Meeting

The Notice of the 7th Annual General Meeting of Shareholders held on
March 22, 2024, was sent out on March 4 (18 days prior to the date of themeeting). The start date of measures for electronic provision was February
27, which was the date that the Company posted the notice on its website
and the website pertaining to matters to be provided in an electronic format.

Scheduling AGMs Avoiding
the Peak Day―

Allowing Electronic or
Magnetic Exercise of Voting
RightsVoting rights can be exercised via the Internet.

Participation in Electronic
Voting Platform and Other
Efforts to Enhance the Voting
Environment for Institutional
Investors

The Company participates in the electronic voting platform operated by ICJ,Inc.

Providing Convocation Noticein English (Translated
Partially)

The Company prepares English language versions of its convocation notices(access notices), Reference Documents for the General Meeting of
Shareholders, financial results and other materials, which it posts on its
website and the Tokyo Stock Exchange website.

Other

―

2. IR Activities
Supplementary Explanations

Explanation byRepresentative

Preparation and Publication ofDisclosure Policy

The Company posts the disclosure policy on the
Company’s website.

Holding Regular Investor
Briefings for Individual
Investors

The Company holds investor briefings for individual
investors as needed.

Yes

Holding Regular Investor
Briefings for Analysts andInstitutional Investors

The Company holds financial results presentation
meeting, etc. for analysts and institutional investors
as needed.

Yes

Holding Regular Investor
Briefings for Overseas
Investors

The Company holds small meetings on its financial
results, management strategies and other matters asneeded in addition to participating in conferences,
etc. held by securities companies, etc. as appropriate.

Yes

Posting IR Materials on
WebsiteThe Company posts financial results, securities
reports, financial results briefings, convocation
notices, press releases and other materials.

Establishment of Department
and/or Manager in Charge ofIR

Corporate Communication Department

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations

Provisions to Ensure Due
Respect for Stakeholders inInternal Rules, etc.

1. The Company proactively promotes information sharing andcommunication in order to build relationships of trust with its
shareholders, employees, customers, business partners and otherstakeholders with the aim of achieving sustainable growth and enhancing
corporate value over the medium- to long-term.
2. From the perspective of diversity management, the Company endeavors
to leverage upon diverse talent, hiring, training and evaluating employees
without regard to gender, nationality, age or other characteristics.

Implementation ofEnvironmental Preservation
Activities, CSR Activities, etc.

The Company works to develop society by solving environmental problems
and social issues. In addition, as part of the enhancement of corporate value,
it has established the Sustainability Committee, formulated a basic policy
and identified materiality items (key issues) in addition to making effort toachieve SDGs, such as zero CO2 emissions (2030) and a ratio of female
members of the Board of Directors of 30% (2030), through dialogue withstakeholders, etc. Details regarding sustainability initiatives are posted on
the Company’s website. (https://dmix.co.jp/en/sustainability/)

Formulation of Policies for on
Information Provision to
Stakeholders

In order to build good relationships with stakeholders, the Company willswiftly and adequately disclose information such as management plans,management strategies and management issues, as well as strive to share
information to contribute to constructive dialogue with shareholders,investors and other stakeholders.

IV. Matters Related to Internal Control System

1. Basic Views on Internal Control System and Progress of System Development(1) Matters related to Audit Committee(i) Matters related to Members of the Board of Directors and/or employees to support duties of the Audit
Committee
The Audit Committee strives to fulfill its supervision function over management primarily from theperspective of operational audits. In addition, the Internal Audit Office has been established independentof business execution divisions to support the Audit Committee in the smooth and proper performance ofits duties. The Audit Committee investigates and analyzes the effectiveness and operational status of theinternal control system in collaboration with the Internal Audit Office in order to conduct systematic audits.
It also focuses on ensuring legality and appropriateness such as by monitoring the Company’s businessdivisions and subsidiaries.
(ii) Matters related to independence from Members of the Board of Directors and/or Executive Officers in thepreceding item and matters related to ensuring effectiveness of Audit Committee instructions to Members of
the Board of Directors and/or employees in the preceding item
Members of the Audit Committee selected by the Audit Committee (the “appointed Audit Committee
members”) conduct their own on-site audits, and in order to enhance the effectiveness of audits, conduct
systematic audits in collaboration with other members of the Audit Committee or the Internal Audit Office.
Reassignments and human resource evaluations of such staff members are done at the advice andrecommendation of the Audit Committee.
(iii) System for Members of the Board of Directors (excluding those who serve on the Audit Committee),
Executive Officers and employees to report to the Audit Committee, and system for members of the Boardof Directors, Audit & Supervisory Board Members and employees of subsidiaries, or persons who havereceived a report from them, to report to the Audit Committee
The Audit Committee continually receives reports from members of the Board of Directors, Executive
Officers, as well as Group executives and employees on a recurring basis or as needed in order to conduct
effective audits.
In addition to conducting on-site audits of the Company’s business divisions and subsidiaries, the appointed
Audit Committee members attend information-sharing meetings, sales meetings, and other important
meetings to gather information and exchange opinions and share information with other Audit Committee

members and the Internal Audit Office. Meanwhile, members of the Board of Directors, Executive Officers,
as well as Group executives and employees requested to provide necessary information related to the
execution of their duties by said Audit Committee members respond to such requests in a prompt and proper
manner, and report to the Audit Committee as appropriate.
(iv) System to ensure that persons who have made a report from the preceding paragraph are not subject todisadvantageous treatment for making said report
In the event that a member of the Board of Directors, Executive Officer or employee makes a report to the
Audit Committee in order to prevent violations of laws and regulations, misconduct and the like fromoccurring, the Company will not retaliate against said reporter or otherwise treat the reporter in a
disadvantageous manner.
(v) Matters related to procedures for prepayment or reimbursement of expenses incurred arising from executionof duties by Audit Committee members (limited to those related to the execution of Audit Committee
duties) and policy regarding the processing of expenses or debts arising from other such execution of duties
When members of the Audit Committee request prepayment, etc. of expenses necessary for their duties,
the Company processes such expenses and debts in a prompt manner.
(vi) Other systems to ensure audits by the Audit Committee are conducted effectively
In order to conduct effective audits, the Company has established the Internal Audit Office which reports
to the Audit Committee on inspections and evaluations of the effectiveness and operational status of internal
audits and the internal control system, while also conducting on-site audits of the Company’s businessdivisions and subsidiaries.
(2) Matters related to Executive Officers(i) System to ensure that Executive Officers and employees comply with the law, regulations and Articles ofIncorporation in the execution of their duties, and system to ensure appropriate operations in the corporategroup made up of the Company and its subsidiaries
As a company with Nominating and other Committees, the members comprising the Audit Committee havevoting rights at the Board of Directors. Audits by the Audit Committee include not only legal audits but
also adequacy audits, thus enabling a wide range of audits across all aspects of management.
In order to enhance the supervisory function of the Board of Directors, the Company also strives to prevent
illegal activity and ensure legality and appropriateness through monitoring, etc. by the Risk and Compliance
Committee, strengthening the management supervision function.
In addition, in accordance with the Company’s Affiliate Management Regulations, etc., meetings of theBoard of Directors of subsidiaries attended by the Company’s members of the Board of Directors and others
are held once every three months. By receiving reports, etc. on important information such as on thebusiness status and projected performance of subsidiaries through close communication and cooperation
between parent and subsidiary, the Company strives to enhance corporate governance.
(ii) System for the storage and management of information related to the execution of duties by Executive
Officers
Documents and information related to the duties of Executive Officers are properly stored and managed
based on the Company’s Document Management Rules and Information Security Regulations.
(iii) Regulations and other systems related to managing risk of loss
In order to prevent crises and respond appropriately in the event of unforeseen circumstances, the Company
has formulated the DmMiX Group Code of Conduct that outlines standards of conduct for executives andemployees of the Company and Group companies, and established Risk Management Regulations inaddition to putting in place the Risk and Compliance Committee. The Risk and Compliance Committee
works to ensure that the Group’s crisis management system functions effectively, such as by identifying
inherent risks through risk investigation, analysis, and so on and reporting to the Board of Directors on theprobability of these risks materializing.
In addition, the Internal Audit Office works to prevent crises through educational activities on compliancewith laws and regulations, such as regular e-learning programs for all employees, in accordance with the
Risk Management Regulations and Internal Audit Regulations.
(iv) System to ensure efficient execution of duties by Executive Officers
The Company is a company with Nominating and other Committees based on the principle of themonitoring model, and it clearly segregates the roles of the Board of Directors, which makes decisions on
management policies, and those of Executive Officers, who execute business.

Moreover, decisions regarding business execution can be largely delegated to Executive Officers, thus
enhancing management efficiency through agile business development supported by prompt decision
making.
(3) Operational status of systems to ensure appropriate business operations
In addition to the systems above, meetings of the Board of Directors (held 17 times) were held as importantgatherings, and the Company endeavored to prevent illegal activity and ensure legality through the actionsof the following meetings and committees and the Internal Audit Office. As previously stated, however, an
incident involving improper conduct by a Company subsidiary was discovered. The Company is using thediscovery of this incident as an opportunity to rebuild Group internal control systems in order to prevent any
recurrence. In addition, the Company is conducting compliance training to raise awareness of legal
compliance and corporate ethics in accordance with the recommendations of the Special Investigation
Committee and is reinforcing internal audit systems and taking other company-wide measures to ensure thatGroup-wide internal control systems function properly.
(i) The Nominating Committee (held 4 meetings) formulates the policies on the selection and dismissal ofmembers of the Board of Directors to submit to the general meeting of shareholders, and the standards forselection/dismissal, etc., and determines the content of proposals. The Audit Committee (held 18 meetings)
audits the execution of duties, etc. by members of the Board of Directors and Executive Officers as
appropriate in addition to determining audit policies, audit plans and other guidelines. The Remuneration
Committee (held 6 meetings) determines the policy for determining the content of individual remuneration,etc. of members of the Board of Directors and Executive Officers as well as the details, monetary amount,etc.
(ii) The Sustainability Committee (held 4 meetings) comprises outside members of the Board of Directors who
possess knowledge in the field of sustainability. This committee carries out adequate discussions regarding
the Company’s current situation and identifies sustainability issues. It also identifies materiality items after
categorizing earnings opportunities and risks and works to enhance corporate value from a medium- to longterm perspective that takes ESG and SDGs into consideration.
(iii) The Risk and Compliance Committee (held 12 meetings) identifies inherent risks and reports to the Boardof Directors on the probability of these risks materializing, striving to detect and prevent violations of laws
and regulations, misconduct and the like from occurring at an early stage.
(iv) The Internal Audit Office reports directly to the President and CEO, Representative Executive Officer, andis also building dual reporting lines including appropriate reporting to the Board of Directors and the Audit
Committee to ensure that internal audits function effectively.
(v) In order to deepen understanding of compliance among executives and employees of the Company andsubsidiaries, the Company works to ensure that information on preventing insider trading and information
leaks, safeguarding information security, and other aspects of legal compliance is well known throughexaminations that utilize e-learning programs, training, reminders, etc.
(vi) With regard to Group companies, we take measures to ensure that Group-wide internal control systems arefunctioning effectively including conveying the Company’s management policies to the senior managementof subsidiaries, gathering information from the Company’s executives who concurrently serve as executivesof subsidiaries, dispatched employees, and other sources, and taking other action to continuously monitor
the status of business of subsidiaries.
(vii) In order to reduce excessive working hours as part of efforts to promote work reforms, the Company has
made the management and supervision of working hours more stringent and implemented various training
programs, including labor management and mentor trainings. In addition, the Company is working tomaintain and promote employee health, including through awareness raising among executives andemployees and measures to promote the use of paid leave.

2. Basic Views on the exclusion of antisocial forces and related measures
The Company takes a firm stance against anti-social forces that threaten social order and the safety of civil society,and it shall not have any association with such groups or individuals. In the event that such groups or individuals
come into contact with the Company, the Company will immediately respond in a systematic manner and firmly
reject any unreasonable or illegal demands in cooperation with the police and related organizations. In addition,in preparation for unforeseen circumstances, the Company acquires information and pays attention to trends
related to anti-social forces, and in the unlikely event that it has some form of association with anti-social forces
unbeknownst to it, the Company will cooperate with the police and other relevant institutions to promptly
terminate the relationship.

V. Other

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

Not adopted

2. Other Matters Concerning Corporate Governance System
The Company has adopted a basic stance of transparency, fairness and timeliness, and discloses information inaccordance with the Financial Instruments and Exchange Act and other laws and regulations, as well as the timely
disclosure rules stipulated by the stock exchange. The Company also strive to disclose information not coveredby the timely disclosure rules and other regulations in a fair and proactive manner in order to meet the requestsof shareholders, investors, securities analysts and other stakeholders to the greatest possible extent. Material
information generated by the Company and Group companies is consolidated by the information manager and isproperly disclosed as necessary.

[Diagram] Corporate Governance System

[Diagram] Internal System for Timely Disclosure of Corporate Information

Members of the Board of Directors, Executive Officers
Executives of Subsidiaries, etc.

①③

Board of Directors①③
Information Manager
Public Release
Measures

Information Manager
Instructions on the
Company’s Stock Trading
Regulations
Corporate Communication
Department

Tokyo Stock Exchange,
Kinki Local Finance Bureau

Press release

Listing on Website※ ①Decided Facts②Occurred Facts③Financial Information②

Material Facts andOther Information
for Timely
Disclosure