Corporate Governance Report
CORPORATE GOVERNANCE

ARE Holdings, Inc.
Last Update:June 28, 2024
ARE Holdings, Inc.
Tomoya Higashiura, Representative Director, President & CEO
Contact:
Corporate Planning & Communications Department
Securities code:5857
https://www.asahiholdings.com/english

The corporate governance of ARE Holdings, Inc. (the “Company”) is described below.
I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information
1. Basic Views
Basic Policies for Corporate Governance
ARE Holdings Group (hereinafter referred to as “Group”) has established the Asahi Way which is a value to be shared by theGroup employees and contains Our Credo, Our Corporate Values, Our Employee Principles and The Ten Codes. The Directors
and Group management take the lead in practicing the Asahi Way and familiarize all Group employees with it through key
employees and the internal portal sites. In accordance with the Asahi Way principles, we have established “ARE Holdings
Corporate Governance Policies” for the purposes of Group’s sustainable corporate growth and increased corporate value over themid- to long-term and will continuously endeavor to enhance our corporate governance by implementing the policies.
To establish corporate governance and have it work effectively is a corporate social responsibility and contributes to more efficientand transparent management as well as to sustainable corporate value growth. The Company has been building the corporate
governance that will respond to the confidence of shareholders, business partners, employees, local communities and othervarious stakeholders so as to fulfill our social mission and responsibility as a listed company. Also, we have been developing a
top-management composition and a framework for business operations that will promptly respond to the management
environment changes with emphasis on compliance aiming at sustainable corporate value growth.
* “ARE Holdings Corporate Governance policies” is posted on our website.
URL: https://www.asahiholdings.com/english/sustainability/governance/* For the details of basic views above, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-I: General
Provision and Annex document-1 The Asahi Way).

Reasons for Non-compliance with the Principles of the Corporate Governance Code
The Company has implemented all of the Principles of the Corporate Governance Code.
For the implementation status of each Principle of Corporate Governance, please refer to “Implementation status for the Corporate
Governance Code”. ** Please refer to attachment of this Report.

Disclosure Based on the Principles of the Corporate Governance Code UPDATEDThe Company discloses information based on Corporate Governance Code revised as of June 11, 2021.
[Principle 1-4 Cross-Shareholdings]
The Company may hold cross-shareholding relationship if we consider that the shareholding contributes to the maintenance or
increase of Group’s corporate value by enhancing and building a business relationship.
Based on our capital costs, we will deliberate every year whether or not it is reasonable to hold cross-shareholding relationshipafter having considered the medium- and long-term economic reasonability and future prospect. If reasonability of crossshareholdings is lost, we will promptly sell them.
We will exercise the voting right for the cross-shareholding after having considered comprehensively whether or not we can
expect the increase of corporate value of the issuer in addition to whether or not the proposal is consistent with our crossshareholding strategy.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter- II: Relations with Shareholders and others/ 6. Cross-Shareholding Strategy).

[Principle 1-7 Related Party Transactions]
Transactions of high importance with our Directors, Group’s Officers, and their close relatives and main shareholders (whodirectly or indirectly hold the voting rights equal to 10% or more of all voting rights) will be escalated to the Board of Directors
after an objective and comprehensive understanding of information, so that the detail of transactions and the reasonability ofconditions may be deliberated. We will semiannually prepare a written confirmation for survey on whether or not any suchtransaction exists and will report all important facts, if any, to the Board of Directors.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter- II: Relations with Shareholders and others/ 5. Prevention of Related Party Transactions).
[Principle 2-4 Ensuring Diversity, Including Active Participation of Women][Supplementary Principle 2-4-1 Ensuring Diversity in the Promotion to Core Human Resources]
In accordance with the diversity, equity, and inclusion principle, we will operate the recruitment, assessment, and other relevant
systems appropriately, so that a wide range of personnel may work exercising their characteristics and abilities irrespective ofgender, age, race, nationality, religion, disorder and so that there is no inequality by reason of personal attribute.
We will provide all Group employees with an opportunity to participate in the training to obtain skill and capability required to
be a professional who has expertise in addition to an opportunity for personnel development training for each tier.
We will also develop various frameworks to facilitate active participations by women and will promote a workplace environment
where women can work and exercise abilities more. In particular, we have set “Increasing the percentage of women in managerial
positions” as one of the “Priority SDG-related Goals” and the goal is to reach the 50/50 ratio of men and women by the end of
FY2030. The aim is to create a company where women can play an active role in the workplace and fully demonstrate theirabilities. We are working to improve our workplaces and raise career planning awareness, so that both men and women can reach
their full potential.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-IV: Stakeholder Relationships / 4.
Relationships with Employees).
[Principle 2-6 Roles of Corporate Pension Funds as Asset Owners]
In order to demonstrate the functions expected as an asset owner, the Company will manage the operation of corporate pension
funds by asset management committee which composed by the head of finance department and the head of human resources
department, in collaboration with a specialized external organization.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-IV: Stakeholder Relationships / 6. Role ofAsset Owner).
[Principle 3-1 Full Disclosure]
In order to gain support of various stakeholders, including shareholders, the Company will make sufficient considerations toachieve the proper information disclosure. When disclosing the information, we will endeavor to use plain and specificexpressions so as to convey the information accurately to various stakeholders. In addition to the statutory disclosures, we willproactively disclose information considered to be important for various stakeholders, including non-financial information, on our
website, etc.
(i) Business principals, business strategies and business plans
The Company has established the “Asahi Way” as a set of values for all employees. The Asahi Way is made up of Our Credo,
Our Corporate Values, Our Employee Principles, and the Group Code of Conduct, and can be seen on our website, the convocation
notice of General Shareholders Meeting, Integrated Report, etc. The Medium- to Long-Term Plan & Aspiration is also disclosed
on our website, Integrated Report, etc.
* Corporate Philosophy
URL: https://www.asahiholdings.com/english/group/philosophy/* Medium- to Long-Term Plan & Aspiration
URL: https://www.asahiholdings.com/english/ir/strategy/(ii) Basic views and guidelines on corporate governance
Please refer to “ARE Holdings Corporate Governance Policies” (Chapter-I: General Provision / 2. Basic Policies for Corporate
Governance).
(iii) Board policies and procedures in determining the remuneration of the senior management and directors
The Compensation Committee consisting of one (1) Representative Director and two (2) Independent Outside Directors will
make proposals for the total amount of compensation of each Director excluding the Audit and Supervisory Committee Members
and the basic system and level of compensation, which will be deliberated and decided at the Board of Directors meeting. For
proposals by the Compensation Committee for individual assessment of Directors excluding the Audit and Supervisory
Committee members, we will make a decision comprehensively by considering the annual and medium-term business prospect,level of individual contribution, dividend, balance with the compensation level of other companies, balance with thecompensation level of senior management and employees, past payment, compensation system, etc.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 9.
Determining Procedure of Compensation for Directors, Annex Document -6: Compensation Policies for directors and key
management), and “Corporate Governance Report” (II. Business Management Organization and Other Corporate Governance
Systems regarding Decision-making, Execution of Business, and Oversight in Management, 1. Organizational Composition andOperation, [Director Remuneration], Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods).
(iv) Board policies and procedures in the appointment/dismissal of the senior management and the nomination of directors
The Nominating Committee consisting of one Representative Director and two Independent Outside Directors will makeproposals to the Board of Directors with respect to the nomination and dismissal of the next Representative Director and the
Director candidates in accordance with the assessment of the candidates in terms of business performance and level ofachievement of targets and their quality as a director. The Board of Directors will deliberate and make final decisions.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 8.
Procedure of Nomination and Dismissing of Directors, Annex Document -5: Nomination Policies and Dismissal Criteria for
Directors and Key Management Candidates).
(v) Explanations with respect to the individual appointments/dismissals and nominations
The Company will disclose reasons for nomination of each director candidate on convocation notice of General Shareholders
Meeting. We will also disclose reasons for nomination of each Outside Director on “Corporate Governance Report” (II. Business
Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, andOversight in Management, 1. Organizational Composition and Operation, [Directors]).
[Supplementary Principle 3-1-3 Initiatives for sustainability, investments in human capital and intellectual property, etc.]<Initiatives for sustainability>
The Group contributes to effective use of resources and widespread environmental preservation based on Our Purpose of “Totally
Committed to Protecting the Natural Environment and Preserving Resources.” We believe that our business activities are ourcontribution to sustainability, and that our business growth directly contributes to solving social issues. Based on this belief, we
set out priority issues, themes, and goals and take proactive actions to achieve them.
After announcing our goal to achieve carbon neutrality in 2050 and expressing our endorsement for the recommendations of the
Task Force on Climate-related Financial Disclosures (TCFD) in December 2021, we have been implementing information
disclosure in line with the TCFD recommendations.
To strengthen the system for promoting these initiatives, in April 2022, the Company established the Sustainability Committee,
which is headed by President & CEO. The Sustainability Committee deliberates on sustainability strategies, plans, policies, risk
management and monitoring on a quarterly basis.
The details and the status of those initiatives are posted on our website and Integrated Report, etc.
* Sustainability Action
URL: https://www.asahiholdings.com/english/sustainability/<Investment in human capital, etc.>
The Group aims for medium- to long-term growth by promoting human resource policies that enable each and every employee
to work vigorously while embodying the Asahi Way. As for our Medium- to Long-Term Plan & Aspiration, we use the results ofsurveys, such as employee engagement surveys, as indicators to stimulate the vitality of the entire organization and create adriving force for the company's growth. Furthermore, we are reforming the way we work by observing a “work-interval system”
that requires employees to have at least 11 hours of uninterrupted rest between clock-out and clock-in, and by introducing a“designated rest day system” that allows employees to take 3 days off within a week at their discretion. The details and the statusof those initiatives will be updated on our website and in our Integrated Report as they become available.
* Work-Life Balance and Diversity, Human Resource Development, etc.
URL: https://www.asahiholdings.com/english/sustainability/society/<Investment in intellectual properties, etc.>
The Group’s Technical Research Center engages in development of new technology, research and development, engineering,
quality assurance, environment and safety, and intellectual property management. The Center works with other technical andbusiness departments to further contribute to society through improvements in quality and technological innovation and has
created a large number of unique technologies in the fields of separation, recovery, and processing of precious and rare metals
and the detoxification and recycle of waste. In addition, the Center has a great deal of expertise on as-yet-undisclosed technologies
in refining and analysis, which supports the high quality of our products and the company's ability to handle wide-ranging scrap
and waste materials. We will continue to contribute to the creation of a sustainable recycling-oriented societies through thedevelopment of new technologies.
The details and the status of those initiatives are posted on our website and Integrated Report, etc.
* R&D / Technology

URL: https://www.asahiholdings.com/english/group/study/[Principle 4-1 Roles and Responsibilities of the Board (1)][Supplementary Principle 4-1-1 Decision on the Scope of Matters Delegated to the Management and Disclosure of Summary]
The Board of Directors assumes responsibility for achieving the efficient and effective corporate governance under theentrustment of shareholders and for achieving Group’s sustainable growth and increased corporate value over medium- to longterm. The Board will deliberate and decide important managerial matters regarding the management basic policies, management
strategies, business portfolio, Medium- to Long-term Plan & Aspiration, annual plan, investment plan and other strategic
directions. Important matters delegated, based on the company rules within the scope of laws and regulations and Articles ofIncorporation, to Executive Directors are deliberated and decided by each group company in consultation with Executive
Directors.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 2.
Board of Directors - Roles -).
[Principle 4-8 Effective Use of Independent Directors]
The Board of Directors comprises executive directors who are knowledgeable concerning their respective business, technical oradministrative divisions, as well as outside directors with various types of expertise essential to corporate management. To further
enhance the objectivity and independence of the Board of Directors and ensure that discussions are active and effective, themajority of members are Independent Outside Directors. The Board consists of one (1) Executive Director and five (5) Audit andSupervisory Committee members, including four (4) Independent Outside Directors, two (2) of whom are women, for a total ofsix (6) Board members. All Directors share their opinions actively and freely on important subjects such as the Group’s
management strategies and business plans.
In addition, in order to further strengthen cooperation between Independent Outside Directors and the Executive Directors andto establish a system that enables smooth communication and coordination, we appointed one of the Independent Outside
Directors to serve as the Head of Independent Outside Directors.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 2.
Board of Directors - Roles -, 3. Board of Directors - Composition -).
[Principle 4-9 Independence Standards and Qualification for Independent Directors]
In addition to the independence criteria stipulated under Japan’s Companies Act and Tokyo Stock Exchange, the Company has
independently established the “Independence Criteria for Independent Directors” and, given their backgrounds and relationshipwith Group, will appoint Independent Outside Directors able to fulfill duties required of an Outside Director in a position
independent from the management of the Company.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 6.
Directors and Outside Directors, Annex Document -4: Independence Criteria for Independent Directors).
[Principle 4-10 Use of Optional Approach][Supplementary Principle 4-10-1 Policies, Authority and Roles Concerning the Independence of the Composition of theNominating Committee and Compensation Committee]
The Company has established a Nominating Committee, consisting of one (1) Director and two (2) Independent Outside
Directors, as well as a Compensation Committee, as advisory bodies to the Board of Directors. The chairpersons of bothcommittees are appointed from among the Independent Outside Directors. The aim is to ensure transparency, fairness, andobjectivity for the appointment and dismissal of directors and key management team members, as well as for the determinationof director remuneration.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 8.
Procedure of Nomination and Dismissing of Directors, 9. Determining Procedure of Compensation for Directors).
[Principle 4-11 Preconditions for Board Effectiveness][Supplementary Principle 4-11-1 Disclosure of View on Balance of Knowledge, etc., Diversity, and Scale of the Board of
Directors as a Whole and a Policy and Procedures for Appointment of Directors]
The Board of Directors of the Company is operated by diversified personnel of an appropriate size, consisting of the Executive
Directors who are familiar with the fields of businesses, technology and management and the Outside Directors who have thediversified expert knowledge necessary for the corporate management. We will select a person of superb personality andknowledge as a Director candidate irrespective of gender, nationality, work experience, age and any other personal attribute. The
Executive Directors will consist of persons who are able to understand the Company’s business well and to make decisions andwho have achieved good business performance. The Outside Directors who are also the Audit and Supervisory Committee
members will consist of persons who have diversified expert knowledge of finance, law, management, etc. in terms of achieving
an optimum combination of knowledge and experience as an Outside Director in a supervisory position. Moreover, we willdevelop a “skills matrix” that lists the knowledge, experience, abilities, etc. of each director and disclose it on our website andIntegrated Report.

Ms. Miyoko Kimura, one of the Independent Outside Directors of the Company, has been engaged in management of ASKULCorporation and KING JIM CO., LTD. as a director and has professional business experience as corporate management andknowledge in marketing areas.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 3.
Board of Directors - Composition -).
* Director Skill Matrix
URL: https://www.asahiholdings.com/english/sustainability/governance/[Supplementary Principle 4-11-2 Concurrent Positions of Directors]
A Director of the Company may concurrently serve as an Officer of no more than four (4) listed companies, including theCompany. We will annually disclose how many and what companies each Director concurrently serves as an Officer for in a
convocation notice of General Shareholders Meeting, securities report, etc.
[Supplementary Principle 4-11-3 Disclosure of Summary of Analysis and Evaluation Results Concerning Effectiveness of Boardof Directors]
The Board of Directors of the Company will analyze and evaluate the effectiveness of the entire Board annually. Questionnaire
survey sheets with evaluation items will be distributed to all Directors and their answers will be collected. Based on the aggregate
results, discussions for analyses and evaluations will be held at the Board of Directors meetings. The summary of their results
will be disclosed on our website and Integrated Report.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 4.
Board of Directors - Operation and Securing Effectiveness -).
* Evaluating the Effectiveness of the Board of Directors
URL: https://www.asahiholdings.com/english/sustainability/governance/[Principle 4-14 Director Training][Supplementary Principle 4-14-2 Disclosure of Training Policy for Directors]
The Company will regularly provide the opportunity to acquire knowledge, information, etc. necessary for the directors to playtheir roles and fulfill their responsibilities, by inside specialists and outside instructors. In the fiscal year ended March 31, 2024,
the Company conducted the training under the theme of “Disclosure of human capital information”.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 11.
Policies of Training for Directors, Annex Document -7: Training Policies for Directors).
[Principle 5-1 Policy for Constructive Dialogue with Shareholders]
For the purpose of promoting constructive dialogue with shareholders, Group will explain its vision and management policies,
the basic policy regarding the business portfolio and the status of the review of such portfolio, including the medium- to longterm plan aiming at the sustainable corporate growth and increased corporate value over the medium- to long-term plan, in anunderstandable manner so as to gain support from the shareholders.
IR activities will be controlled by the Representative Director and the IR division. If requested by an individual shareholder, theRepresentative Director, a Director, including Outside Director, and the IR division will meet and respond to the request, if
needed. The IR division will play a central role to facilitate the IR activities in affiliation with internal relevant divisions.
The medium- to long-term plan and the quarterly financial result will be announced electronically on TDnet of the Tokyo Stock
Exchange or the Company’s website promptly after resolution by the Board of Directors.
For institutional investors, we will hold a briefing for medium-term business plan, financial results, etc., which will be
supplemented by subsequent questions and answers. Also, we will give an opportunity for such investors to understand ourbusiness if needed.
Matters known through dialogue with shareholders and investors will be regularly reported to the Executive Directors as well as
the Board of Directors. Important suggestions and indications by institutional investors, who are shareholders, are reported to all
Directors, and reported at the Board of Directors meeting if necessary, to be reflected in the management following discussions.
The Company will never transmit any insider information (i.e. unannounced important facts) to outsiders so as to secure the fairdisclosure. The period between the day after the quarterly closing day and the date of financial report shall be defined as “silent
period” during which we have to refrain from dialogue relating to financial information.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter- II: Relations with Shareholders and others/ 3. Dialogue with Shareholders).
[Management’s focus on cost of capital and the share price]
With the aim of continuously increasing our corporate value, we set the goal with ROE 13% as a capital efficiency index in our
Medium- to Long-Term Plan & Aspiration which will be ended March 31, 2031. In addition, we have already introduced
performance-based stock-compensation plan to all executive directors since 2015. The number of shares to be granted is linked

to the business performance target achievement ratio of “consolidated operating profits” of each fiscal year or other factors.
Furthermore, in order to increase incentives to contribute to the growth of corporate value, we have decided to introduce a new
performance-based stock-compensation plan from the fiscal year ending March 31, 2024, in which points will be awarded inaccordance with the achievement of business performance each year, and the points will be increased or decreased according to
the achievement of Total Shareholder Return. Then, the shares will be granted according to the number of points increased or
decreased.

2. Capital Structure
Foreign Shareholding Ratio

20% or more and less than 30%

Status of Major Shareholders UPDATEDName or Company Name
The Master Trust Bank of Japan, Ltd. [Trust account]
Custody Bank of Japan, Ltd. [Trust account]
Mitsuharu Terayama
STATE STREET BANK WEST CLIENT - TREATY 505234
Masamichi Terayama
CEPLUX - ERSTE GROUP BANK AG (UCITS CLIENTS)
Asahi Employee Stock Ownership Plan
JP MORGAN CHASE BANK 385781
The Master Trust Bank of Japan, Ltd. [Stock Grant ESOP Trust Account 75882]
MUFG Bank, Ltd.

Name of Controlling Shareholder, if applicable(excluding Parent Company)
Name of Parent Company, if applicable

Number of Shares Owned
11,920,700
4,996,300
1,793,490
1,628,500
1,404,690
1,207,332
1,205,500
939,873916,200
900,000

Percentage (%)
15.30
6.41
2.30
2.09
1.80
1.55
1.55
1.21
1.18
1.16

None
None

Supplementary Explanation UPDATED
1. The information is based on stock ledger as of March 31, 2024.
2. The Company retains 1,797,754 shares as treasury stock, which is excluded from the Status of Major Shareholders. The
percentage of shares held is calculated by excluding treasury stock.
3. The large shareholding report filed by BlackRock Japan Co., Ltd. and four (4) other persons on December 21, 2021, which
is open to the public, stating that they held shares of the Company as shown below as of December 15, 2021. However, theseshareholdings were not included in the above Status of Major Shareholders because the Company could not confirm thenumber of beneficial shares as of March 31, 2024.
The content of the large shareholding report is as follows.
Name
Number of shares owned
Ratio of shareholding (%)
BlackRock Japan Co., Ltd.
986,000
1.24
BlackRock Asset Management Deutschland AG
280,900
0.35
BlackRock Asset Management Ireland Limited
476,6440.60
BlackRock Fund Advisors
1,735,000
2.18BlackRock Institutional Trust Company, N.A.
507,400
0.64
4. The amendment to the large shareholding report filed by Asset Management One Co., Ltd. and Mizuho Securities Co., Ltd.
on September 26, 2022, which is open to the public, stating that they held shares of the Company as shown below as of
September 15, 2022. However, these shareholdings were not included in the above Status of Major Shareholders because theCompany could not confirm the number of beneficial shares as of March 31, 2024.
The content of the large shareholding report (amendment report) is as follows.
Name
Number of shares owned
Ratio of shareholding (%)
Asset Management One Co., Ltd.
3,515,800
4.41
Mizuho Securities Co., Ltd.
318,000
0.40
5. The amendment to the large shareholdings report filed by Sumitomo Mitsui Trust Asset Management Co., Ltd. and Nikko
Asset Management Co., Ltd. on November 7, 2022, which is open to the public, stating that they held shares of the Company
as shown below as of October 31, 2022. However, these shareholdings were not included in the above Status of Major
Shareholders because the Company could not confirm the number of beneficial shares as of March 31, 2024.
The content of the large shareholding report (amendment report) is as follows.
Name
Number of shares owned
Ratio of shareholding (%)
Sumitomo Mitsui Trust Asset Management Co., Ltd.
3,012,400
3.78
Nikko Asset Management Co., Ltd.
1,215,300
1.52

3. Corporate Attributes

Listed Stock Exchange and Market Segment
Fiscal Year-End

Prime Market
March

Business Sector
Number of Employees (Consolidated) as of the Endof the Previous Fiscal Year UPDATED

Nonferrous Metals

Net Sales (Consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal Year

Less than 1,000¥100 billion or more and less than ¥1 trillion
10 or more and fewer than 50

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
None

5. Other Special Circumstances which May have Material Impact on Corporate GovernanceNoneII. Business Management Organization and Other Corporate Governance Systems regarding Decisionmaking, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Corporate Governance System

Company with Supervisory Committee

Directors
Number of Directors Stipulated in Articles ofIncorporation
Directors' Term of Office Stipulated in Articles ofIncorporation

10
1 yearChairperson of the Board
Number of Directors

President
6

Election of Outside Directors
Number of Outside Directors

Elected4

Number of Independent Directors

4Outside Directors’ Relationship with the Company (1)NameAttributesab

Relationship with the Company*
c
d
e
f
g
h
i

j

k

Yoshinori Hara
Academic
Miyoko Kimura
From another company
Akinori Yamamoto
CPA
Yuki Tsuru
Lawyer○*Categories for “Relationship with the Company”.
(Use “○” 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; and “▲” when a close
relative of the director fell under the category in the past.)
a. Person who executes business of the Company or a subsidiary
b. Person who executes business or a non-executive director of a parent company
c. Person who executes business of a fellow subsidiaryd. Person/entity for which the Company is a major client or a person who executes business for such person/entity
e. Major client of the Company or a person who executes business for such clientf. Consultant, accounting expert, or legal expert who receives large amounts of cash or other assets in addition to director/Audit
and Supervisory Board Member compensation from the Company
g. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes business of thecorporation)h. Person who executes business for a client of the Company (excluding persons categorized as any of d, e, or f above) (applies
to self only)
i. Person who executes business for another company holding cross-directorships/cross-auditorships with the Company (applies
to self only)
j. Person who executes business for an entity receiving contributions from the Company (applies to self only)
k. OtherOutside Directors’ Relationship with the Company (2) UPDATED
NameYoshinori Hara

Membershipof Supervisory
Committee○

Designation as
Independent
Director○

Supplementary
Explanation of the
Applicable Relationship

Reasons for Appointment
Mr. Yoshinori Hara has professional
expertise and practical experience in thedevelopment of service management
personnel and data science through his
successful career as a former Dean anda current visiting professor at Kyoto
University's Graduate School ofBusiness Administration (MBA), a
current professor emeritus at Kyoto
University, and a current professor atMiyoko Kimura○○

Akinori Yamamoto○○

Osaka Seikei University. He is
appointed as an outside director with the
expectation that he will supervise andprovide advice to ensure the adequacy
and appropriateness of decisions madeby the Board of Directors of theCompany
fromastandpoint
independent of the management team,contributing
tocontinuous
improvement of the corporate value of
the Company.
[Designation as Independent Director]
Since he satisfies the requirements foran Independent Director as an Outside
Director, who is unlikely to haveconflicts of interest with generalshareholders, the Company has judgedthat he is qualified to serve as an
Independent Director, and designatedhim as such.
Ms. Miyoko Kimura has professional
business experience in corporate
management and knowledge in themarketing field, having been engaged inbusiness expansion of ASKULCorporation and KING JIM CO., LTD.
as a Director, after launching the
ASKUL business as one of its founders
and serving as a Representative
Director of ASMARU Corporation
which was a subsidiary of ASKULCorporation. The Company appointed
her as Outside Director since theCompany expects, based on the reason
above, that she will provide supervisionandadvicetoensuretheappropriateness and properness ofdecision-making of the Company’s
Board of Directors from a standpoint
independent of management towardsustainable enhancement of corporate
value of the Company.
[Designation as Independent Director]
Since she satisfies the requirements foran Independent Director as an Outside
Director, who is unlikely to haveconflicts of interest with generalshareholders, the Company has judgedthat she is qualified to serve as an
Independent Director., and designatedher as such.
Mr. Akinori Yamamoto has highly
professional expertise concerning
accounting systems, corporate finance,
etc. as a Certified Public Accountant,since he was involved in many M&A
projects inside and outside Japan for aninvestment bank after engaging inauditing services for an audit firm. The
Company appointed him as Outside

Yuki Tsuru○○

Ms. Yuki Tsuru is a lawyer
at Kyowa-Sogo Partners
Law Office, with which
the Company has anadvisory contract, and theCompany has a business
relationship with the firm
regarding legal advice,
etc. However, since its
annual transaction value isless than 50 million yen
and less than 2% of the
firm'sconsolidated
revenue, the amount does
not exceed the criteria
stipulatedintheCompany's“Independence
Criteria
forIndependent
Directors”, and therefore,
theCompanyhasdetermined that it will notaffect her independence.

Director since the Company expects,
based on the reason above, that he will
provide supervision and advice in the
aspect of finance and accounting toensure the appropriateness andproperness of decision-making of theCompany’s Board of Directors from astandpoint independent of management
toward sustainable enhancement ofcorporate value of the Company.
[Designation as Independent Director]
Since he satisfies the requirements foran Independent Director as an Outside
Director, who is unlikely to haveconflicts of interest with generalshareholders, the Company has judgedthat he is qualified to serve as an
Independent Director, and designatedhim as such.
Ms. Yuki Tsuru has highly professional
expertise concerning laws as a lawyer
and experience in supervision ofmanagement from an objective
standpoint as an Outside Director of theothercompany.
The
Company
appointed her as Outside Director since
the Company expects, based on thereason above, that she will provide
supervision and advice in the aspect oflegal and compliance to ensure theappropriateness and properness ofdecision-making of the Company’s
Board of Directors from a standpoint
independent of management towardsustainable enhancement of corporate
value of the Company.
[Designation as Independent Director]
Since she satisfies the requirements foran Independent Director as an Outside
Director, who is unlikely to haveconflicts of interest with generalshareholders, the Company has judgedthat she is qualified to serve as an
Independent Director, and designatedher as such.

Supervisory Committee
Composition of Supervisory Committee and Attributes of the Chairperson
All Committee
Members
Supervisory
Committee

Full-time Members
5

Appointment of Directors and/or Staff to Support theSupervisory Committee

1

Inside Directors

Outside Directors

Committee Chair

4

Outside Director

1

Appointed

Matters Concerning Independence of Said Directors and/or Employees from Executive Officers

The Company has established and implemented each item below in “A Key Principle for Internal Control System”.
1) The Company assigns employees who assist the duties of the Audit and Supervisory Committee in the Secretariat of Audit
and Supervisory Committee.
2) Appointment and relocation of the staff of the Secretariat of Audit and Supervisory Committee that assists such Committee
in performing its duties requires prior consent of such Committee.
3) The Audit and Supervisory Committee shall have the right to direct and order the staff of the Secretariat of Audit andSupervisory Committee who assists the Committee in performing its duties to perform his/her duties.

Status of Coordination between Supervisory Committee, Accounting Auditor, and Internal Audit Department
The Company has established and implemented basic policies in “ARE Holdings Corporate Governance Policies” for appropriate
cooperation and provision of information promptly among Audit and Supervisory Committee, Accounting Auditors and Audit
Department.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 7.
Securing Proper Audit by Accounting Auditors / 10. Support for Directors).

Voluntary Established Committee(s)Voluntary Establishment of Committee(s) equivalent toNomination Committee or Remuneration Committee

Established

Status of Voluntarily Established Committee(s), Attributes of Members Constituting the Committee and the Committee
Chair (Chairperson)

Voluntarily
Established
Committee
Equivalent toNomination
Committee
Voluntarily
Established
Committee
Equivalent toRemuneration
Committee

Committee’s
Name

All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

Nominating
Committee

3

1

1

2

0

0

Outside Director

Compensation
Committee

3

1

1

2

0

0

Outside Director

Other

Chairperson

Supplementary Explanation UPDATEDBoth Nominating Committee and Compensation Committee are composed of three (3) members, Mr. Tomoya Higashiura, Mr.
Yoshinori Hara and Mr. Akinori Yamamoto, with Mr. Yoshinori Hara, who is the Head of Independent Outside Director, serving
as the chair of the both Committees. As the Company’s President & CEO, Mr. Tomoya Higashiura has extensive managerial
knowledge and experience. Mr. Yoshinori Hara is Outside Director who has abundant insights and background in management,
and Mr. Akinori Yamamoto is Outside Director who has abundant insights and background in auditing and corporate finance asa CPA.
In the fiscal year ended March 31, 2024, the Nominating Committee was convened seven (7) times while the Compensation
Committee met four (4) times. All members attended all the committee meetings during their term in office.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 8.
Procedure of Nomination and Dismissing of Directors, 9. Determining Procedure of Compensation for Directors).

Matters Concerning Independent Directors
Number of Independent Directors

4

Other Matters Concerning Independent Directors
All Outside Directors meet the requirements for Independent Directors under the provisions of the Tokyo Stock Exchange andfiled such status with the Exchange.
Moreover, the Head of Independent Outside Director is elected from among the Outside Directors so as to further strengthen
cooperation between Independent Outside Directors and Executive Directors, and to establish a system that enables smoothcommunication and coordination. Mr. Yoshinori Hara currently serves as the Head of Independent Outside Director.
[Independence of Outside Directors]
The Company secures independence of Outside Directors by establishing and observing “Independence Criteria for Independent
Directors”.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Annex Document-4 Independence Criteria for
Independent Directors).

Incentives
Implementation Status of Measures related toIncentives Granted to Directors

Introduction of Performance-linked Remuneration Scheme

Supplementary Explanation for Applicable Items
The Company has “performance-based stock compensation plan” in place to enhance incentives for improving mid- to long-term
corporate value and the number of shares to be granted is linked to the business performance target achievement ratio of“consolidated operating profits” of each fiscal year or other factors.
The base of performance-based compensation shall be consolidated operating profits which are profits gained from the main
business and we believe it is the most appropriate as a management benchmark. The basic policy is that performance-based
compensation shall account for 30% to 70% of the total if business performance targets are achieved.
The structure and level of compensation is determined with an importance placed on objectivity in consideration of the level ofcompensation for directors at other companies, etc., the balance with those of the Group’s employees, and other factors.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Annex Document-6 Compensation Policies for
Directors and Key Management).
None

Persons Eligible for Stock Options

Supplementary Explanation for Applicable Items
Not applicable

Director Remuneration
Status of Disclosure of Individual Directors’
Remuneration

No Disclosure for any Directors

Supplementary Explanation for Applicable Items UPDATED
Total compensation, etc., for the fiscal year ended March 31, 2024, is as follows:

Category

Directors(excluding Directors serving
as the Audit and Supervisory
Committee Members)(Outside Directors)
Directors serving as the Audit
and Supervisory Committee
Members(Outside Directors)
Total(Outside Directors)

Total amount ofcompensation,etc.
(million yen)

Total amount of compensation, etc. by type(million yen)
Stock
Cash compensationcompensation
PerformanceNon-cash
Fixed
based
compensation,compensationcompensation,
etc.
etc.

Number of
Directors subject topayment(persons)

79
(0)

33
(0)

18
(0)

27
(0)

2
(0)

37
(25)

37
(25)

0
(0)

0
(0)

7
(6)

116
(25)

70
(25)

18
(0)

27
(0)

9
(6)

(Notes)
1) The amount of compensation for Directors (excluding Directors serving as the Audit and Supervisory Committee Members)
does not include the employee salaries of Directors who serve concurrently as employees.
2) The base for performance-based compensation (bonuses and performance-based stock compensation) is consolidated
operating profits which are profits gained from the main business and we believe to be the most appropriate as a management
benchmark; actual results was 12,367 million yen. The amount of performance-based compensation (bonuses) of theCompany is determined for each Director in accordance with their position points and contribution to business performance,
after the total amount (including that for Corporate Officers and Directors of the Company’s subsidiaries) is calculated bymultiplying the consolidated operating profit of the relevant fiscal year by a specific ratio.
3) The performance-based stock compensation is a stock compensation plan (nonmonetary compensation, etc.)
in which the Company’s shares are granted to eligible Directors in accordance with their positions and theachievement rate of business performance targets. Since the purpose of the plan is to create incentives for
improving medium- to long-term corporate value, the amount of points granted is linked to the businessperformance target achievement rate of “consolidated operating profits” for each fiscal year (hereinafter the“Plan I”). The Directors who are eligible of the plan are those who belong to the Company as of May 1, 2024
after the 9th Mid-term Business Plan ended. At the 14th Annual General Meeting of Shareholders held on
June 20, 2023, a resolution was made on the partial amendment of the amount and details of the stockcompensation plan that led to the discontinuation of the Plan I on March 31, 2024 and the introduction of aplan that replaces the Plan I in fiscal year 2023. The new plan rewards points--used as the basis for thenumber of shares granted--in accordance with the achievement level of business performance for each year. Furthermore,
the new plan adjusts the amount of points granted based on the achievement level of TSR for the following two years, andshares are issued in accordance with the amount of points adjusted (hereinafter the “PLAN II”).
4) At the 6th Annual General Meeting of Shareholders held on June 16, 2015, it was resolved that the amount of cash
compensation for Directors (excluding Directors serving as the Audit and Supervisory Committee Members) be up to anannual 200 million yen (not including the portion of salary as employees). The number of Directors (excluding Directors
serving as the Audit and Supervisory Committee Members) was five (5) at the conclusion of said General Meeting of
Shareholders.
5) At the 6th Annual General Meeting of Shareholders held on June 16, 2015, it was resolved that the amount of cash
compensation for Directors serving as Audit and Supervisory Committee Members be up to an annual 100 million yen. The
number of Directors serving as the Audit and Supervisory Committee Members was four (4) at the conclusion of said General
Meeting of Shareholders.
6) At the 14th Annual General Meeting of Shareholders held on June 20, 2023, a partial amendment was made on the amountand details of the “performance-based stock compensation” plan. Separate from and in addition to the maximum amount ofcompensation as stated above, the amount of compensation, etc. and details thereof for the Company’s Directors (excluding
Directors serving as the Audit and Supervisory Committee Members and Outside Directors) that will be in office for four
years from fiscal year 2023 to fiscal year 2026 were decided. The number of Directors (excluding Directors serving as the
Audit and Supervisory Committee Members and Outside Directors) was one (1) at the conclusion of said General Meetingof Shareholders. Furthermore, the upper limit of the total number of shares that Directors may be awarded per fiscal year
shall be 70,000 shares, and the maximum number of the Company’s shares to be issued to Directors during the four fiscal
years from the fiscal year ended March 31, 2024 to the fiscal year ending March 31, 2027 shall be 280,000 shares.
Policy on Determining Remuneration Amounts andthe Calculation Methods Thereof UPDATED

Established

Disclosure of Policy on Determining Remuneration Amounts and the Calculation Methods Thereof
1. Decision method of the decision policy
The Board of Directors of the Company consults with the voluntary Compensation Committee that consists of three (3)members including two (2) Independent Outside Directors about preparation of a draft plan of the Company’s Directors
compensation, etc., and based on opinions received from the Committee, resolves a policy about decision on contents ofcompensation, etc. for each Director at a Board of Directors meeting of the Company.
2. Overview of contents of the decision policy
The Company makes a decision within the maximum amount of the board members’ compensation which was resolved at a
General Meeting of Shareholders at the Board of Directors meeting based on opinions from the Compensation Committeethat is an advisory body of the Board of Directors.
The compensation structure shall be developed so that incentives for improving business performance will be enhanced, andcompensation for Directors (excluding those serving as the Audit and Supervisory Committee Members) consists of “basic
remuneration,” “bonuses” and “performance-based stock compensation.” Compensation for Directors serving as the Audit
and Supervisory Committee Members consists of “basic remuneration” only.

The amount of “basic remuneration” is determined for each Director in accordance with their duties and responsibilities.
The amount of “bonuses” is determined for each Director in accordance with their position points and contribution tobusiness performance, after the total amount (including that for Corporate Officers and Directors of the Company’s
subsidiaries) is calculated by multiplying the consolidated operating profit of the relevant fiscal year by a specific ratio.
3) The purpose of “performance-based stock compensation” is to create incentives for improving medium- tolong-term corporate value. On March 31, 2024, The Company abolished a plan in which the number of shares
to be granted is linked to the business performance target achievement ratio of “consolidated operating profits”
of each fiscal year (hereinafter the “Plan I”). Instead of the Plan I, a new plan was introduced in fiscal year
2023, in which points used as the basis for the number of shares to be awarded are granted in accordance withthe achievement level of business performance for each year, such points are increased or decreased according
to the achievement level of TSR for the following two years, and shares are issued in accordance with thenumber of points increased or decreased (hereinafter the “PLAN II”). The basic policy is that performancebased compensation shall account for 30% to 70% of the total if business performance targets are achieved.
The structure and level of compensation is determined with an importance placed on objectivity inconsideration of the level of compensation for directors at other companies, etc., the balance with those of theGroup’s employees, and other factors.
1)
2)

3. The reason that the Board of Directors considered that contents of compensation, etc. for each Director for the fiscal year
comply with the decision policy
For decisions on the content of compensation, etc. for each Director, the Compensation Committee made a comprehensive
review of the draft plan, including its consistency with the decision policy, and the Board of Directors respects its opinions
and determines if the decision policy was complied with.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 9.
Determining Procedure of Compensation for Directors, Annex Document -6: Compensation Policies for directors and key
management).

Support System for Outside Directors
The Company has established the Audit and Supervisory Committee Secretariat as an organization that assists the Audit andSupervisory Committee to support the smooth operation of meetings of Audit and Supervisory Committee, etc. Also, in order torealize effective audit by Directors serving as Audit and Supervisory Committee, employees are assigned as staff to support such
Directors by promptly providing necessary information to them.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure / 10.
Support for Directors).

Statuses of Persons who have Retired as Representative Director and President, etc.
Information on Persons Holding Advisory Positions (Sodanyaku, Komon, etc.) after Retiring as Representative Director
and President, etc.

Name
Mitsuharu
Terayama

Job title/
position

Responsibilities

SeniorAdvisor

Advice at the request of
management

Terms and Conditions of
Employment(Full/part time, with/without
remuneration, etc.)
Full time employment withremuneration

Number of Persons Holding Advisory Positions (Sodanyaku, Komon, etc.)
After Retiring as Representative Director and President, etc.

Other Related Matters
None

1

Date when former
role as president/
CEO ended
June 20, 2023

Term
Not
applicable2.

Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, andRemuneration Decisions (Overview of Current Corporate Governance System) UPDATEDFor overview and actions to enhance corporate governance, please refer to “ARE Holdings Corporate Governance Policies”(Chapter-Ⅴ: Corporate Governance Structure).
<Board of Directors>
The Board of Directors is comprised of Executive Directors who are knowledgeable concerning their respective business,
technical or administrative divisions, as well as Outside Directors with various types of expertise essential to corporate
management. To enhance the neutrality and independence of the Board of Directors and have an adequate number of Directors
for active, substantial and effective discussions at meetings, the majority of members on the Board of Directors are Outside
Directors and it consists of six (6) Directors, including four (4) Independent Outside Directors. The Board of Directors deliberateand decide on important managerial matters regarding basic management policies, management strategies, Medium- to LongTerm Plan & Aspiration, annual plan and other strategic directions. The Board of Directors’ meeting was held eight (8) times
during the fiscal year ended March 31, 2024, and all Directors attended all the Board of Directors’ meetings.
<Audit and Supervisory Committee>
The main agenda of the Audit and Supervisory Committee meeting are determination of audit policy/audit planning, audit offinancial results, determination of reappointment or non-reappointment of Accounting Auditor, approval of compensation of
Accounting Auditors, determination of the opinions regarding personnel and remunerations of Directors, audit of business
report/agenda of AGM, audit of internal control system, hearing regarding operations of overseas subsidiaries, audit of importantrequest for approval, etc.
The Audit and Supervisory Committee meeting was held eleven (11) times during the fiscal year ended March 31, 2024, and all
Audit and Supervisory Committee Members attended all Audit and Supervisory Committee meetings.
The meeting with Accounting Auditor was held eight (8) times, and periodical report from Audit Department was delivered six(6) times, which strengthened the collaboration with them.
<Nominating and Compensation Committees>
A Nominating Committee, consisting of three (3) members including two (2) Independent Outside Directors, as well as aCompensation Committee, have been established as advisory bodies to the Board of Directors, and the Chairperson of the both
Committees is elected from among Independent Outside Directors. The aim is to further enhance corporate governance byensuring transparency, fairness, and objectivity for the appointment and dismissal of Directors and key management teammembers, as well as for the determination of director remuneration.
<Internal Audit>
The Company has established the Audit Department, consisting of three (3) members, as an organization that conducts internal
audits under the direct control of the Audit and Supervisory Committee. The Audit Department regularly conducts internal auditsof the Group to audit the adequacy of operations and organizational management, as well as the status of compliance with laws,
regulations and internal rules. Based on the audit results, the audited organizations and related departments are requested to make
improvements for matters that are required for correction, and then the Audit Department will check the implementation status.
Audit results are reported to the President and CEO, Directors, the Audit and Supervisory Committee, and the heads of related
departments. Furthermore, the Audit Department periodically exchanges information and opinions with Accounting Auditors aswell as Audit and Supervisory Committee.
<Accounting Audit>
The Company has selected Ernst & Young ShinNihon LLC as its Accounting Auditor. The continuous audit period, the names ofcertified public accountants who performed duties and the composition of assistants engaged in audit duties during the fiscal year
ended March 31, 2024 are as follows:* Continuous audit period: 18 years* Names of certified public accountants who performed audit duties: Mr. Hiroaki Hono. Mr. Takamichi Komiyama* Composition of assistants engaged in audit duties: 10 certified public accountants and20 assistants in other duties<Limited liability contract>
The Company and each Director (excluding any Director with executive authority over operations, etc.) signed a contract that
limits the liability for compensation for damage set forth in Article 423, Paragraph 1 of the Companies Act under provisions set
forth Article 427, Paragraph 1 of the same Act.
The limit amount of the liability for compensation for damage under such a contract is determined to be the minimum liability
amount stipulated in Article 425, Paragraph 1 of the Companies Act.

3.

Reasons for Adoption of Current Corporate Governance System
The Company’s organization design and basic framework of corporate governance are as below.
We believe that this is the most appropriate system to speed up the business operations and to enhance the function of supervising
the business operations, giving the advice and supervising the conflict of interest.
1) By adopting a company with an Audit and Supervisory Committee as a form of organization under the Companies Act andappointing two (2) or more Independent Outside Directors, we have enhanced the functions to supervise the business
operations, to give advice and to supervise the conflict of interest and, by appointing and empowering the Executive
Directors, have accelerated the business operations.
2) The Company has established the “Compensation Committee” and “Nominating Committee” (the Chairperson of eachCommittee and the majority of which are elected from Independent Outside Directors) as an advisory body of the Board of
Directors in order to further enhance corporate governance by securing transparency, fairness and objectivity in determining
the amount of compensation of Directors and appointing and dismissing the Directors and key management candidates.
3) Important matters delegated, based on the company rules within the scope of laws and regulations and Articles ofIncorporation, to Executive Directors are deliberated and decided by each group company in consultation with Executive
Directors.
For details, please refer to “ARE Holdings Corporate Governance Policies” (Chapter-V: Corporate Governance Structure).

III. Implementation of Measures for Shareholders and Other Stakeholders
1.

Measures to Vitalize the General Shareholder Meetings and Facilitate Exercise of Voting Rights UPDATED

Early Posting of Notice of the General
Shareholders Meeting

Scheduling of the General Shareholders
Meeting During Non-Peak Days

2.

Supplementary Explanation
In order for shareholders to give enough thought to the items of the
Shareholders Meeting, the Company seeks to conduct early posting andsending of notice of General Shareholders Meeting. Prior to sending the notice,
the Company takes the electronic provision measures on the Company’s
website and the TDnet of the Tokyo Stock Exchange no later than three (3)weeks prior to the date of the Shareholders Meeting.
* The commencement date of electric provision measures for the 15th General
Shareholders Meeting in 2024: May 28, 2024
General Shareholders Meeting takes place more than approx. seven (7) days
prior to the peak day.
* The date of the 15th General Shareholders Meeting in 2024: June 18, 2024

Electronic Exercise of Voting Rights

Electronic exercise of voting rights is available from the 7th General
Shareholders Meeting in 2016.

Participation in a Platform for the Electronic
Exercise of Voting Rights and Other Initiatives
to Enhance Environment for Institutional
Investors to Exercise Voting Rights

The Company participates in electronic voting platform operated by ICJ Inc.
from the 7th General Shareholders Meeting in 2016.

Provision of Notice (or Summary of Notice) of
the General Shareholders Meeting in English
Other

The full text of notice in English is posted on the Company’s website and TDnetof the Tokyo Stock Exchange.
None

Status of IR-related Activities
Supplementary Explanation

Explanation by arepresentative
director or arepresentative
executive officer

Formulation and Publication of Disclosure
Policies

For the basic policy, please refer to “ARE Holdings
Corporate Governance Policies” (Chapter- Ⅲ : Proper
Disclosure, Chapter-Ⅱ: Relations with Shareholders andothers/ 3. Dialogue with Shareholders).

Regular Investor Briefings held for Individual
Investors

Hold company briefings for individual investors regularly.

Held

Regular Investor Briefings held for Analysts
and Institutional Investors

Hold explanatory meeting at time of full-year and interim
business result. Information meetings, small meetings andplant tours are also held in a timely manner.

Held

Regular Investor Briefings held for Overseas
Investors

Online Disclosure of IR Information

Establishment of Department and/or Placementof a Manager in Charge of IR

Other

Have dialogues with overseas institutional investors attime of full-year business result, mainly in Europe and
U.S.A.
Stock information, dividend information, timely
disclosure materials, press releases, financial information,
financial statements, financial results briefing materials foranalysts and institutional investors, securities reports andquarterly reports, materials related to general meetings ofshareholders, etc. are posted on the Company's website.
English versions of above information are also available.
URL: https://www.asahiholdings.com/english/ir/
Established in Corporate Planning & Communications
Department, and appointed the persons in charge.
None

Held

3.

Status of Measures to Ensure Due Respect for Stakeholders UPDATED
Establishment of Internal Rules Stipulating
Respect for the Position of Stakeholders

ImplementationofEnvironmental
Preservation Activities and CSR Activities,
etc.

Supplementary Explanation
In order to achieve sustainable corporate growth and increased corporate value
over the medium- to long-term in accordance with its corporate philosophy
called the Asahi Way, the Group will fulfill its responsibility as a corporate
citizen by meeting each stakeholder’s expectations.
For details, please refer to “ARE Holdings Corporate Governance Policies”(Chapter-Ⅳ: Stakeholder Relationships for the basic policies).
< Sustainability initiatives>
With “Totally Committed to Protecting the Natural Environment and Preserving
Resources” as our Group’s common shared Purpose, we strive to contribute to
the effective use of resources and broad environmental protection through theGroup’s Precious Metals Business and Environmental Preservation Business,
and are actively engaged in CSR activities. Specific initiatives are as follows.
(1) Sustainability Promotion System
The Group is working to expand precious metals recycling, reduce CO₂
emissions, and enhance its work-life balance and diversity infrastructure aspriority issues to be addressed (“Priority SDG-related Goals”). To strengthen
the promotion system for these initiatives, we established the Sustainability
Committee in April 2022, which is overseen by the President (CEO). The
Sustainability Committee deliberates on sustainability strategies, planning,measures, risk management, and monitoring on a quarterly basis. The
Sustainability Committee also reports to the Board of Directors on mattersdeliberated by the Sustainability Committee and adopts resolutions onimportant matters to ensure effective governance.
(2) Response to Recommendations by TCFD
In support of the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD), we have implemented measures based on the
TCFD recommendations regarding “Governance,” “Risk Management,”“Strategy,” and “Metrics and Targets.” The Board of Directors and theSustainability Committee are informed at least once a year of the status of therisks and opportunities identified in response to the TCFD.
1) Strategy
We extracted risks and opportunities relevant to climate change that will affectour Precious Metals Business (domestic and North American businesses) and
Environmental Preservation Business in 2030. We qualitatively assessed themon three levels: “Large,” “Medium,” and “Small.” At that time, we also
considered the further impact of climate change from 2030 to 2050. As a result,“Policy and Regulation,” “Market,” “Technology,” etc. were identified. There
were no significant changes in the assessment of risks and opportunities during
the annual review.
2) Metrics and targets
We have set CO2 emission reduction as one of our business materiality issues
and declared our goal to be carbon neutral by FY2050 (Scope 1 and Scope 2).
We have also set an interim target of reducing Scope 1 and Scope 2 CO 2
emissions by 63% from the FY2015 level by fiscal 2030. To achieve this goal,
we are switching to CO2-free electricity, reducing fuel consumption, converting
our sales offices to ZEB, and using renewable energy. In addition, third-party
verification of CO2 emissions in FY2022 has been conducted.
(3) Other major initiatives
1) Expansion of precious metals recycling
About one-fourth of the world's gold supply comes from recycling. Recycled
precious metals have minimal impact on the environment because they are notmined, and the metals can be repeatedly used, helping to promote sustainability.
Furthermore, recycled precious metals play important roles in providing a stablesupply that is essential for various fields.
Our group aims to achieve an annual recycling volume of 410 tons by FY2030.
In addition, since it is estimated that recycling emits about 1/10th the amountof CO₂ compared to mining, an increase in the amount recycled will also
contribute to the reduction in global CO₂ emissions. The CO₂ reduction effectof the Group's precious metal recycling is approximately five times greater thanits own emissions.

2) Initiative for a hydrogen society
From September 2021 to March 2023, our group conducted a demonstration
project for the “Development of a System for Building a Green Hydrogen
Supply Chain through Effective Use of By-products” under the “FY2021 CO2Emission Reduction Measures Enhancement Guided Technology Development
and Demonstration Project” implemented by the Ministry of the Environment.
In this project, we developed and successfully completed a demonstration test
for a co-production type hydrogen production system that can significantly
reduce the production costs for hydrogen by utilizing unused electricity fromwaste power plants to co-produce hydrogen and by-products. We are also
working to establish a hydrogen supply chain utilizing our group plants as partof the “Waste Treatment x Decarbonization Multi-Benefit Achievement
Promotion Project” implemented by the Ministry of the Environment.

Formulation of Policies, etc. on Provision ofInformation to Stakeholders

Other

Please also refer to “ARE Holdings Corporate Governance Policies” (ChapterIV: Stakeholder Relationships).
* Sustainability Action
URL: https://www.asahiholdings.com/english/sustainability/
In order to gain support of various stakeholders, including shareholders, theGroup will make sufficient considerations to achieve the proper information
disclosure.
For details, please refer to “ARE Holdings Corporate Governance Policies”(Chapter-Ⅲ: Proper Disclosure).
<Human Capital Management>
In order to achieve our long-term vision, we believe that all employees need tounderstand our Purpose and the “Asahi Way” and put them into practice. We
believe that the productivity of the entire organization will be maximized when
diverse employees take pride in their work and enthusiastically take onchallenges for innovation based on trust and connections. For this reason, we
position each and every employee as an important stakeholder andsystematically invest in human capital.
(1) Human Resource Strategy
Based on the promotion of diversity, equity, inclusion, and health management,
where diverse employees can achieve harmony between work and life in theirown way, we will develop an environment in which they can grow anddemonstrate their abilities in their daily work.
In addition, in the labor market where the mobility of human resources is
expected to progress further in the future, we believe that improving employee
engagement will lead to retention of human resources. Therefore, by investingin human capital centered on “Asahi Way,” we will improve employee
engagement and enhance our human resource base.
(2) Metrics and Targets
The following indicators for our human capital management policy and humanresources strategy are being set:
Items
Targets
FY2024.3 Results
Thorough implementation 100% each fiscal
99.97%of the rest interval system year

(at least 11 hours rest)
Increasing the percentageof women in managerial
positions

Promoting theemployment of people
with disabilities

Equivalent to thepercentage of men in
managerial positions
by the end of
FY2030Equal to or higher
than the statutory
rate at that time by
the end of FY2030

Percentage ofmanagers among
women: 12.20%(Percentage ofmanagers amongmen: 21.06%)
3.58%(Legal employment
rate of 2.5% as of
2024)(3) Other major initiatives
1) Work-Life Balance Support
The Company is working to create workplaces where it is easy for employees
to secure time off for family needs, such as childbirth, childcare, or home care
for a relative. Our program providing shortened working hours after childcare
leave can be used until the child graduates from elementary school, a benefit
which greatly exceeds legal requirements. We have also introduced a teleworksystem for employees who have young children, are providing home care, or
are receiving medical treatment. This helps employees to work according totheir circumstances.
2) Promoting Health and Productivity Management
The Company is promoting health and productivity management based on theconviction that the physical and mental health of every employee is a primarymanagement concern. We have been providing enhanced medical examinations
that exceed the legal requirements, and the employee participation rate is veryhigh. We have also implemented a system to ensure that employees get a rest
interval of at least 11 hours from the time they finish work, to the time they
begin work the next day. Based on recognition of these initiatives, the Company
acquired certification from the Ministry of Economy, Trade and Industry as a2024 Certified Health and Productivity Management Outstanding Organization.
This has been a continuous acquisition since 2020.
3) Kurumin Certification
On June 10, 2021, the Minister of Health, Labor and Welfare granted us
Kurumin certification, recognizing us as a company that supports childcare.
Kurumin certification is awarded to companies who implement action plans
formulated in accordance with the Act on Advancement of Measures to Support
Raising Next-Generation Children, and meet certain other requirements. We've
been formulating and implementing such action plans since FY2016, and have
now met the criteria for recognition by achieving all the targets in the three-yearplan we started in FY2018. These include providing support for returning towork after maternity leave, holding women's round-table talks, and extending
the limit for shorter working hours for parenting (until completion of grade 6 ofelementary school).

IV. Matters Concerning the Internal Control System
1.

Basic Views on Internal Control System and Status of Development UPDATED
1. Framework to ensure that the performance of duties by the Directors, Corporate Officers and employees of the Company andthe subsidiaries are consistent with the laws and the Articles of Incorporation
1) The Board of Directors has established the “Asahi Way” for the Directors and employees in order for the Directors,
Corporate Officers and employees to comply with the laws, Articles of Incorporation and internal rules and to fulfill theirduties.
2) The Company has distributed the Asahi Way to the Directors and employees so as to keep them informed of legal
compliance. The Audit Department makes improvements and give guidance through the business audit.
3) The Company has established the “Internal Control Promotion Meeting” consisting of Directors, responsible persons ofvarious divisions, and Group Risk Management Department as an organization that controls the entire compliance in orderto promote the construction, maintenance and improvement of the internal control system.
4) To promote compliance, the actual situation of compliance is audited.
5) In order to respond appropriately to any legal violation or other doubtful act under the laws which maybe discovered by a
Director or an employee, we have developed and are operating a whistle-blowing system.
6) We will never have any relationship, including business relationships, with anti-social forces which threaten the social
order and sound corporate activities. In the event of an illegal request, we will take a firm attitude and respond to it
organizationally in accordance with the laws and internal rules.
2. Framework for storage and management of information relating to business operations by the Directors and a framework forreport to the Company about the matters relating to the performance of duties by the Directors and employees of thesubsidiaries
1) The Company appropriately controls the manner of storing, disposing of and otherwise managing the records anddocuments relating to the performance of duties and decision-making of the Directors and reviews the relevant rules fromtime to time when needed.
2) The Directors, Audit and Supervisory Committee Members and Accounting Auditor always have access to theseinformation and documents.
3) We manage the subsidiaries and they report important matters to us.
3. Rules and other frameworks for management for risk of loss in the Company and subsidiaries
1) The Company has established the risk management rules and built a risk management system in accordance with suchrules.
2) In order to evaluate risks in business activities and implement mitigation measures across the Group and properly identify
potential risks in the Group's business execution processes and business structures, Group Risk Management Department
will implement compliance risk management for each business unit, as well as strive to ensure appropriate governance incollaboration with the Audit Department.
3) In the event of an unexpected event, we will discuss and make decisions at the management meeting, etc. and the
responsible manager will inform such decisions to each division and plant. Each division and plant will take prompt actions
to prevent damage from expanding and will take necessary measures to minimize the damage.
4. Framework to secure the efficient performance of duties by the Directors of the Company and subsidiaries
1) The Board of Directors holds a meeting regularly no less than once every three months and from time to time when neededin order to determine the management policies and other important matters relating to the business strategies and tosupervise the situation of business operations by the Directors.
2) In order to enhance the functions of the Board of Directors and improve management efficiency, the Board of Directors
will hold an extraordinary meeting from time to time when needed in order to expeditiously make decisions on basic
matters and important matters relating to the business operations.
3) The Board of Directors drafts a Medium- to Long-Term Plan & Aspiration and a budget for each fiscal year to set thebusiness target and supervises the progress.
4) Regarding the business operations according to decisions made by the Board of Directors, we will establish the
responsibility of the Directors for performance of duties and the procedures for performance so as to ensure the efficientperformance of duties. Such procedures will be reviewed from time to time when needed.
5. Framework to secure the appropriateness of business of the corporate group consisting of the Company and subsidiaries
1) The Company has built a system to manage the subsidiaries and developed a system to report their business results,business activities and the like to the Board of Directors on a regular basis.
2) A manager of the Company serves as an officer of the subsidiary and develops a system to observe the appropriateness ofsuch subsidiary’s business.

3)

The Audit Department of the Company conducts the internal audit regularly or when needed and develops a system toreport the result of audit to the Representative Director and President, the Audit and Supervisory Committee and therelevant divisions of the Company.

6. Framework to appoint an employee who assists the duties of the Audit and Supervisory Committee of the Company, and thematters relating to the independence of such employee from the Directors (except those who are Audit and Supervisory
Committee Members) and the matters relating to the assurance of effective instructions given by the Audit and Supervisory
Committee to such employee1) The Company has assigned an employee who assists the duties of the Audit and Supervisory Committee in the Secretariat
of Audit and Supervisory Committee.
2) Appointment and relocation of the staff of the Secretariat of Audit and Supervisory Committee that assists such Committee
in performing its duties requires prior consent of such Committee.
3) The Audit and Supervisory Committee shall have the right to direct and order the staff of the Secretariat of Audit andSupervisory Committee office who assists the Committee in performing its duties to perform his/her duties.
7. Framework where the Directors (except those who are Audit and Supervisory Committee Members) and employees of theCompany and the Directors, Corporate Officers, employees and Auditors of the subsidiaries or parties who receive a reportfrom aforementioned persons report to the Audit and Supervisory Committee of the Company, and other matters relating toreporting to the Audit and Supervisory Committee
1) The Directors (except those who are Audit and Supervisory Committee Members) and employees of the Company and the
Directors, Corporate Officers, employees and Auditors of the subsidiaries or parties who receive a report from
aforementioned persons promptly report the important matters relating to, without limitation, the management, theaccounting division and division in charge of compliance and awards and penalties to the Audit and Supervisory
Committee of the Company, in addition to the matters which conflict with the laws and Articles of Incorporation and thematters which may remarkably damage the Company and the subsidiaries.
2) In order to grasp the important decision-making process and the situation of its business operations, the Audit andSupervisory Committee Members may attend important meetings in addition to the meeting of the Board of Directors,
access important documents relating to the business operations and request a Director or an employee to explain thesituation when needed.
8. Framework to ensure that no person who reported to the Audit and Supervisory Committee of the Company is treateddisadvantageously by reason of the report
The Company will not treat any Officer or employee of the Company and the subsidiaries who reported to the Audit andSupervisory Committee disadvantageously by reason of such report.
9. Matters relating to the policies for settlement of expenses or debts associated with the procedures for prepayment or
reimbursement of expenses incurred for the performance of duties by the Audit and Supervisory Committee Members of theCompany (limited to the performance of duties of the Audit and Supervisory Committee) and the performance of other duties
The Audit and Supervisory Committee Members may request the Company to repay the expenses required for the
performance of their duties (limited to the performance of duties of the Audit and Supervisory Committee.)
10. Other framework to ensure that the Audit and Supervisory Committee of the Company conducts audits effectively
The Audit and Supervisory Committee, Accounting Auditor and Audit Department cooperate with each other in audit tasks
and the Director and the employees assist them in conducting audits efficiently.

2.

Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development
The Group strictly prohibits all Officers and employees from having any relationship or doing any transaction with anti-social
activities or forces. Also, Group has a system to closely affiliate with outside expert organs and to respond to any situation
promptly.

V. Other1.

Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation for Applicable Items
No anti-takeover measures is adopted in the Company.
In the event that our stock is subject to a takeover bid, we will take the following actions.
1) Will request the takeover bidder, etc. to explain specific measures to increase Group’s corporate value after the change ofcontrol.
2) Will explain to the shareholders the specific measures to further increase Group’s corporate value so as to gain their support.
3) Will not unreasonably prevent the shareholders from accepting the takeover bid from a standpoint of respecting their rights.

2.

Other Matters Concerning the Corporate Governance System
None

Implementation status for the Corporate Governance Code*Our implementation status for each principle in the Corporate Governance Code is disclosed in "ARE Holdings Corporate Governance Policies" as follows;No
1
2

StatusCorporate Governance Code
Section 1
Securing the Rights
and Equal Treatmentof Shareholders

ComplyGeneral Principle 1●

Principle 1.1
Securing the Rights ofShareholders

ExplainCorresponding articles
in ARE Holding Corporate Governance Policies

Chapter-II: Relations with Shareholders and others●

Chapter-II: Relations with Shareholders and others
1. Securing the Rights of Shareholders
Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

3

1-1 ①

●

4

1-1 ②

●

5

1-1 ③

●

Chapter-II: Relations with Shareholders and others
1. Securing the Rights of Shareholders●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

Principle1.2
Exercise of Shareholder Rights at
General Shareholder Meetings

6

Chapter-V: Corporate Governance Structure
1. Organization Design and Basic Framework
2. Board of Directors – Roles -

7

1-2 ①

●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

8

1-2 ②

●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

9

1-2 ③

●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting
Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting
Chapter-III: Proper Disclosure
2. Enhancement of Disclosure in English

10

1-2 ④

●

11

1-2 ⑤

●

Chapter-II: Relations with Shareholders and others
2. General Shareholders Meeting

12

Principle 1.3
Basic Strategy for Capital Policy●

Chapter-II: Relations with Shareholders and others
4. Basic Strategy for Capital Policy

13

Principle 1.4
Cross-Shareholdings●

Chapter-II: Relations with Shareholders and others
6. Cross-Shareholding Strategy

14

1-4 ①

●

Chapter-II: Relations with Shareholders and others
6. Cross-Shareholding Strategy

15

1-4 ②

●

Chapter-II: Relations with Shareholders and others
6. Cross-Shareholding Strategy●

Chapter-II: Relations with Shareholders and others
7. Anti-Takeover Measures●

Chapter-II: Relations with Shareholders and others
7. Anti-Takeover Measures●

Chapter-II: Relations with Shareholders and others
4. Basic Strategy for Capital Policy●

Chapter-II: Relations with Shareholders and others
5. Prevention of Related Party Transactions

Principle 1.5
Anti-Takeover Measures

16
17

1-5 ①
Principle 1.6
Capital Policy that May Harm
Shareholder Interests

18

Principle 1.7
Related Party Transactions

19

20

21

22

23

Section 2
Appropriate
Cooperation with
Stakeholders Other
Than Shareholders

General Principle 2●
Principle 2.1
Business Principles as theFoundation of Corporate Value
Creation Over the Mid- to LongTerm●

Principle 2.2
Code of Conduct

●

2-2 ①

●

Chapter-I: General Provision
1. Asahi Way
Annex Document-1: Asahi Way
Chapter-I: General Provision
1. Asahi Way
Annex Document-1: Asahi Way

Chapter-I: General Provision
1. Asahi Way
Chapter-IV: Stakeholder Relationships
4. Relationships with Employees
Chapter-IV: Stakeholder Relationships
4. Relationships with Employees

Implementation status for the Corporate Governance Code*Our implementation status for each principle in the Corporate Governance Code is disclosed in "ARE Holdings Corporate Governance Policies" as follows;

No
24
25
26

Section 2
Appropriate
Cooperation with
Stakeholders Other
Than Shareholders

2-3 ①
Principle 2.4
Ensuring Diversity, Including
Active Participation of Women
2-4①
Principle 2.5
Whistleblowing

29

30
31

ComplyPrinciple 2.3
Sustainability Issues, Including
Social and Environmental Matters

27
28

StatusCorporate Governance Code2-5 ①
Principle 2.6
Roles of Corporate Pension Funds
as Asset Owners
Section 3
General Principle 3
Ensuring Appropriate
Information Disclosure Principle 3.1
Full Disclosure
and Transparency

Corresponding articles
in ARE Holding Corporate Governance Policies●

Chapter-IV: Stakeholder Relationships
2. Relationships with Communities and Activities on Environment●

Chapter-IV: Stakeholder Relationships
2. Relationships with Communities and Activities on Environment●

Chapter-IV: Stakeholder Relationships
4. Relationships with Employees●

Chapter-IV: Stakeholder Relationships
4. Relationships with Employees●

Chapter-IV: Stakeholder Relationships
5. Whistle-blowing System●

Chapter-IV: Stakeholder Relationships
5. Whistle-blowing System●

Chapter-IV: Stakeholder Relationships
6. Role of asset owner●

32

Explain●

Chapter-III: Proper Disclosure(ALL)
Chapter-III: Proper Disclosure(ⅰ)
Chapter-I: General Provision
1. Asahi Way
Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders(ⅱ)
Chapter-I: General Provision
2. Basic Policies for Corporate Governance(ⅲ)
Chapter-V: Corporate Governance Structure
9. Determining Procedure of Compensation for Directors
Annex Document-6: Compensation Policies for directors and key
management(ⅳ)
Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors
Annex Document-5: Nomination Policies and Dismissal criteria for directors
and key management candidates(ⅴ)
Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors

33

3-1 ①

●

Chapter-III: Proper Disclosure
1. Basic Policies for Information Disclosure

34

3-1 ②

●

Chapter-III: Proper Disclosure
2. Enhancement of Disclosure in English

35

36

3-1 ③

Principle 3.2
External Auditors●

Chapter-III: Proper Disclosure
1. Basic Policies for Information Disclosure
Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●

Chapter-V: Corporate Governance Structure
7. Securing Proper Audit by Accounting Auditors

37

3-2 ①

●

Chapter-V: Corporate Governance Structure
7. Securing Proper Audit by Accounting Auditors

38

3-2 ②

●

Chapter-V: Corporate Governance Structure
7. Securing Proper Audit by Accounting Auditors

Implementation status for the Corporate Governance Code*Our implementation status for each principle in the Corporate Governance Code is disclosed in "ARE Holdings Corporate Governance Policies" as follows;

No
39

40

Section 4
Responsibilities of the
Board

ComplyGeneral Principle 4

Explain●Principle 4.1
Roles and Responsibilities of theBoard (1)

41

4-1 ①

42

4-1 ②

43

44

StatusCorporate Governance Code4-1 ③

Principle 4.2
Roles and Responsibilities of theBoard (2)Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -●Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -●Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●

Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing
Annex Document-5: Nomination Policies and Dismissal criteria for directors
and key management candidates

45

4-2 ①

●

46

4-2 ②

●

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles Chapter-V: Corporate Governance Structure
9. Determining Procedure of Compensation for Directors
Annex Document-6: Compensation Policies for directors and key
management
Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -Principle 4.3
Roles and Responsibilities of theBoard (3)

4-3 ①

49

4-3 ②

●

Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors
Annex Document-5: Nomination Policies and Dismissal criteria for directors
and key management candidates●

Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors
Annex Document-5: Nomination Policies and Dismissal criteria for directors
and key management candidates
Chapter-V: Corporate Governance Structure
8. Procedure of Nomination and Dismissing of Directors
Annex Document-5: Nomination Policies and Dismissal criteria for directors
and key management candidates

50

4-3 ③

●

51

4-3 ④

●

52
53

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles 9. Determining Procedure of Compensation for Directors
Annex Document-6: Compensation Policies for directors and key
management
Chapter-III: Proper Disclosure
3. Supervision by Board of Directors for Proper Disclosure
Chapter-II: Relations with Shareholders and others
5. Prevention of Related Party Transactions●48

Principle 4.4
Roles and Responsibilities ofKansayaku and the Kansayaku
Board

4-4 ①

Chapter-V: Corporate Governance Structure
1. Organization Design and Basic Framework
2. Board of Directors – Roles -

●

●

47

Corresponding articles
in ARE Holding Corporate Governance Policies

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -NotapplicableNot
applicableNot
applicableNot
applicable54

Principle 4.5
Fiduciary Responsibilities of
Directors and Kansayaku●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors

55

Principle 4.6
Business Execution and Oversightof the Management●

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles -56

Principle 4.7
Roles and Responsibilities ofIndependent Directors●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors

57

Principle 4.8
Effective Use of Independent
Directors●

Chapter-V: Corporate Governance Structure
3. Board of Directors – Composition -

58

4-8 ①

●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors

59

4-8 ②

●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors

60

4-8 ③

Not
applicableNot
applicableImplementation status for the Corporate Governance Code*Our implementation status for each principle in the Corporate Governance Code is disclosed in "ARE Holdings Corporate Governance Policies" as follows;No

61

StatusCorporate Governance Code
Section 4
Responsibilities of the
Board

ComplyPrinciple 4.9
Independence Standards andQualification for Independent
Directors
Principle 4.10
Use of Optional Approach62

63

4-10 ①

Principle 4.11
Preconditions for Board andKansayaku Board Effectiveness64

ExplainCorresponding articles
in ARE Holding Corporate Governance Policies●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors
Annex Document-4: Independence Criteria for independent directors●

Chapter-V: Corporate Governance Structure
1. Organization Design and Basic Framework●

Chapter-V: Corporate Governance Structure
6. Directors and Outside Directors
8. Procedure of Nomination and Dismissing of Directors
9. Determining Procedure of Compensation for Directors●

Chapter-V: Corporate Governance Structure
3. Board of Directors – Composition 4. Board of Directors – Operation and Securing Effectiveness 5. Audit and Supervisory Committee

65

4-11 ①●

Chapter-V: Corporate Governance Structure
3. Board of Directors – Composition -66

4-11 ②●

Chapter-V: Corporate Governance Structure
3. Board of Directors – Composition -67

4-11 ③●

Chapter-V: Corporate Governance Structure
4. Board of Directors – Operation and Securing Effectiveness -●Chapter-V: Corporate Governance Structure
4. Board of Directors – Operation and Securing Effectiveness -●Chapter-V: Corporate Governance Structure
4. Board of Directors – Operation and Securing Effectiveness -●Chapter-V: Corporate Governance Structure
10. Support for Directors

Principle 4.12
Active Board Deliberations

68
69

4-12 ①
Principle 4.13
Information Gathering andSupport Structure

70
71

4-13 ①●

Chapter-V: Corporate Governance Structure
10. Support for Directors

72

4-13 ②●

Chapter-V: Corporate Governance Structure
10. Support for Directors

73

4-13 ③●

Chapter-V: Corporate Governance Structure
2. Board of Directors – Roles 10. Support for Directors●

Chapter-V: Corporate Governance Structure
11. Policies of Training for Directors
Annex Document-7: Training Policies for directors

Principle 4.14
Director and Kansayaku Training

74

75

4-14 ①●

Chapter-V: Corporate Governance Structure
11. Policies of Training for Directors
Annex Document-7: Training Policies for directors

764-14 ②●

Chapter-V: Corporate Governance Structure
11. Policies of Training for Directors
Annex Document-7: Training Policies for directors

77
78

Section 5
Dialogue with
Shareholders

General Principle 5
Principle 5.1
Policy for Constructive Dialogue
with Shareholders

79

5-1 ①

●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders
Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders
Chapter-III: Proper Disclosure
1. Basic Policies for Information Disclosure

80

5-1 ②

●

81

5-1 ③

●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders●

Chapter-II: Relations with Shareholders and others
3. Dialogue with Shareholders

82
83

Principle 5.2
Establishing and Disclosing
Business Strategies and Business
Plans

5-2 ①