Corporate Governance Report
CORPORATE GOVERNANCE

INFOCOM CORPORATION

Last Update: June 28, 2024

INFOCOM CORPORATION
Jun Kuroda, President
Contact: Corporate Communications Office 03-6866-3160
Securities code: 4348
https://www.infocom.co.jp/
The corporate governance of INFOCOM CORPORATION (the “Company”) is described below.

I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other
Basic Information
1. Basic Views (Updated)
The Corporate Philosophy of the Infocom Group (the “Group”) is “The Infocom Group contributes to social
innovations through technology advancements.”
Based on this philosophy, the Company works to strengthen corporate governance to realize sustainableimprovement of corporate value, earn the trust of various stakeholders, including shareholders, and fulfill its
corporate responsibility.
Reasons for Non-compliance with the Principles of the Corporate Governance Code
The Company complies with all of the principles provided for in the Corporate Governance Code.
Disclosure Based on the Principles of the Corporate Governance Code (Updated)
Principle 1.4 Cross-Shareholdings
The Company sometimes acquires shares and the like for the purpose of creating business opportunities andbuilding and expanding business relationships and collaborations, but its policy is to sell said shares when it
deems that holding them lacks rationality.
Rationality is verified by the Investment Committee, which convenes regularly. The committee determines theoverall rationality by ascertaining the management details of the investee for each issue, and confirming the
economic rationale of the investment in consideration of the Company’s capital costs (i.e., quantitative) and thesignificance of holding the shares in consideration of the outlook for achieving the purpose of the investment in
the future (i.e., qualitative).
Whether or not to have cross-shareholdings is determined annually by the Board of Directors based on theeconomic rationale (quantitative) and significance of holding the shares (qualitative).
In addition, when exercising voting rights, from the perspective of improving the medium- to long-term
corporate value of the Company and the shareholder value of investee companies, we confirm concerns aboutdamage to shareholder value and the impact on transactions with the Company for each proposal. We will
make a comprehensive judgment and exercise it.
Principle 1.7 Related Party Transactions
The Company stipulates in internal rules that transactions with related parties require a resolution by the Boardof Directors. The Company discloses key related party transactions in shareholders meeting materials andsecurities reports. In addition, the Company researches whether there are related party transactions by theGroup’s officers each fiscal year.
Supplementary Principle 2.4.1 Ensuring Diversity, Including Active Participation of Women
The Group’s human resource development policy, including ensuring the diversity of human resources, andinternal development policy are as follows.
The Company views people as its greatest asset. It works to be a company that respects diversity where every
employee can demonstrate their individuality and capabilities, to ensure that each employee can become a1

professional. Currently 6.8% of those in managerial positions are women, and 43.8% of new graduates hired
are women.In addition, three officers are women.
Mid-career hires and new graduates are evaluated and treated equally and promoted to core positions.
Currently, 55% of those in managerial positions are mid-career hires. In regard to promoting foreign nationals
to managerial positions, the Company is at the stage of expanding its operations outside of Japan and aims torecruit local people to head and manage local offices.
In addition, the Company has a talent development policy to ensure diversity. In accordance with the policy, it
provides encouragement and support so that every employee maintains high expertise, and carries out anddrives forward the following measures with the aim of becoming a company that functions as an assembly of
diverse capabilities.
・ Growth support based on EDISON (the Company’s capability development program) to ensure theenhancement of employees’ capabilities
・ “Mission-group” specific (level-specific) training and basic skills training programs to ensure people gain
the skills the Company seeks
・Training courses to provide specialized skills that can be leveraged in business (data analysis, cloud, UX,
and design thinking), capability development support courses to develop people who create businesses, andopen workshops where people can learn specialized knowledge and themes independently (learning square,community of practice) to cultivate professionals
・Global talent development and career design programs
・Career development support courses for female employees and diversity management training for managers
to promote the active participation of women
Furthermore, the Company has a policy to develop an internal environment to ensure diversity. In accordancewith the policy, it carries out and drives forward the following measures to create an environment and culture
and programs where diverse talent can choose work styles that suit their individual personalities and changes inlife stages.
・Expansion of programs to create a corporate culture that enables diverse work styles
・Programs to support work-life balance such as maternity, childcare, nursing care, and sick/injury leave,
reduced work hours, and teleworking, Kurumin certification, and establishment of a relaxation room
・Implementation of a re-employment system that provides compensation in accordance with performance for
employees who have reached retirement age
・Work style transformation-Transition to work styles that enable employees to work anytime and anywhere, reduction of long working
hours, and promotion of teleworking-Assembly of and actions by a task force to deliberate on measures to promote the active participation of
women.
In the Group, we are taking concrete measures along with data management of indicators related to policies
related to human resource development, including ensuring diversity of human resources, and policies related
to improving the internal environment. However, since not all companies belonging to the consolidated group
have done so, it is difficult to describe the consolidated group as a whole. For this reason, the targets and results
described below include figures for major companies and some subsidiaries in the consolidated group.
・Women's Share in Managerial Posts：[Target] Around 15% in FY2030 → 6.8% in FY2023
・Women's Share in new graduates hired：[Target] Around 40-50% → 43.8% in FY2023
Principle 2.6 Roles of Corporate Pension Funds as Asset Owners
The Company’s corporate pension scheme is a defined contribution pension scheme operated by employees
who are enrolled in the scheme. Therefore, continuing the current defined contribution pension scheme will not
impact company assets. For the current scheme, the Company makes every effort to provide comprehensive
education on managing pension funds and other tools that will help the stable formation of employee assets andactively offer relevant information.
Principle 3.1 Full Disclosure(i) The Group’s Corporate Philosophy, Management Policy, and Management Plan are disclosed on its official
corporate website (https://www.infocom.co.jp/en/index.html) and in shareholders meeting materials, securities
reports, etc.
(ii) The Corporate Philosophy of the Infocom Group (the “Group”) is “The Infocom Group contributes to social
2

innovations through technology advancements.” Based on this philosophy, the Company works to strengthen
corporate governance to realize sustainable growth of corporate value, earn the trust of a wide range ofstakeholders including shareholders, and fulfill its corporate responsibility.
(iii) The policies and procedures for the Board of Directors to determine the remuneration of senior
management and directors are described in II 1. of this report. " Disclosure of Policy on Determining Amountsof Remuneration and the Calculation Methods " in " Director Remuneration”.
(iv) The Company’s policies and procedures for the appointment of senior management and nomination ofcandidates for Directors and Auditors are as follows. Candidates for Director are decided by the Board of
Directors from people who have the capabilities, experience, character, and other qualities that will enable themto contribute to the growth and advancement of the Group. Candidates for Auditors are decided by the Board of
Directors with the consent of the Board of Statutory Auditors from those who have the capabilities, experience,character, and other qualities that will enable them to audit and supervise the duties and executive function of
Directors and contribute to the sound management of the Group.
In addition, candidates for Independent Outside Directors and Auditors are decided by the Board of Directors
from those who show promise in fulfilling the role of management supervisor due to their outstanding insight,
on the condition they have no particular personal or capital relationship with the Company or other conflict ofinterest in accordance with the requirements for independence established by the Tokyo Stock Exchange.
The process of appointment and dismissal of senior management is as follows: Matters related to theappointment and dismissal of the President and CEO is decided by the Board of Directors after deliberation by
the Nomination Advisory Council; candidates for other senior management are selected by the Board of
Directors based on experience, knowledge, capabilities, character, and other factors, and appointed upon due
deliberation by the Board of Directors after consultation with the CEO. The dismissal of senior management isdecided by the Board of Directors after deliberation and review.
(v) The Company discloses the reasons for candidates’ nominations as Director and Auditor in shareholders
meeting materials.
The reasons for appointing individual director candidates and auditor candidates at this year's general meetingof shareholders are as follows:
It is described in the “Shareholders Meeting Materials”.
https://www.infocom.co.jp/en/ir/irnews/ir2024053001/main/0/link/NOTICE%20OF%20THE%2042nd%20ANNUAL%20GENERAL%20MEETING%20OF%20SHAREHOLDERS.pdf

Supplementary Principle 3.1.3 Full Disclosure
Basic Sustainability Policy：In line with its Corporate Philosophy to“The Infocom Group contributes to social
innovations through technology advancements,” the Infocom Group will contribute to the development of asustainable society by working earnestly to solve environmental and social problems through business activities
that provide high-quality innovative services society needs and practice highly transparent and sound corporate
management.
Under this policy, the Sustainability Committee, chaired by the CSRO, monitors initiatives related to material
sustainability issues (materiality) and reports to the Board of Directors.
Twice a year, the Board of Directors oversees risks and opportunities related to overall sustainability of theGroup through reports from the Sustainability Committee. Please refer to our website for details on our
initiatives regarding key sustainability issues (materiality) in FY 2023.
・Sustainability：https://www.infocom.co.jp/en/sustainability.html
・Medium-Term Management Plan：https://www.infocom.co.jp/en/ir/management/strategy.html(1) Initiatives related to human resources
The Group's human capital initiatives are described in I1. It is described in "Supplementary Principle 2.4.1
Ensuring Diversity, Including Active Participation of Women" in "Disclosure Based on the Principles of the
Corporate Governance Code".
(2) Addressing Climate Change and TCFD
The Group's initiatives for climate change, etc. are described in III 3. It is described in " Implementation ofEnvironmental Preservation Activities and CSR Activities, etc." in " Status of Measures to Ensure Due Respect
for Stakeholders".
Supplementary Principle 4.1.1 Roles and Responsibilities of the Board
The Company clearly specifies authority related to approval and the like in decision-making and decisionmaking organizations such as the Board of Directors, CEO, and general managers of business divisions inaccordance with the Board of Directors Rules and Job Authority Rules.
3

Principle 4.9 Independence Standards and Qualification for Independent Directors
In addition to complying with the requirements for Outside Directors stipulated in the Companies Act, theCompany uses the requirements for independent directors/auditors established by the Tokyo Stock Exchange
for their independence standards, which includes having no risk of conflict of interest with generalshareholders. The Board of Directors selects candidates for Independent Outside Director after deliberating on
and reviewing the suitable people in accordance with said standards.
Supplementary Principle 4.10.1 Use of Optional Approach
The Board of Directors of the Company consists of nine Directors, five of which are Independent Outside
Directors.
The following optional approaches have been adopted in the Board of Directors to strengthen the
independence, objectivity, and accountability of Board of Directors’ functions related to matters such as thenomination and remuneration of Directors and other senior management.
・Nomination Advisory Council: Consisting of six members of which five are Independent Outside Directors
and one is an Inside Director, the council deliberates on matters related to the appointment and dismissal of the
President and CEO with objectivity, timeliness, and transparency.
・ Compensation Advisory Council: Consisting of six members of which five are Independent Outside
Directors and one is an Inside Director, the council deliberates on performance evaluations of the President and
CEO with transparency, fairness, and objectivity.
Supplementary Principle 4.11.1: Preconditions for Board and Board of Statutory Auditors EffectivenessThe composition of the Company’s Board of Directors considers the balance between knowledge, experience,and skills of the Board of Directors as a whole that is needed to achieve sustainable growth and enhance
corporate value. In addition, the Company selects Outside Directors considering experience, insight, andexpertise to ensure diversity. Currently, there are a total of nine Directors, of which three are Full Time Inside
Directors and six are Part Time Directors which include five Independent Outside Directors.
The Company has established a skill matrix that specifies the skills and other attributes of Directors andAuditors, which can be found in the back of this report.
Supplementary Principle 4.11.2: Preconditions for Board and Board of Statutory Auditors Effectiveness
The Company utilizes a system in which the concurrent positions of Directors and Auditors, including Outside
Directors and Auditors, are within a reasonable scope, that enables them to properly fulfill their respective roles
and responsibilities. In the event that a Director or Auditor is to concurrently serve as an officer of anothercompany, the Company shall verify the reasonableness after notifying the company in advance. The concurrent
positions of Directors and Auditors are disclosed annually in shareholders meeting materials and in securities
reports.
Supplementary Principle 4.11.3: Preconditions for Board and Board of Statutory Auditors Effectiveness
The Company analyzes and evaluates the effectiveness of the Board of Directors as a whole in order to ensure
its effectiveness and strengthen its functions.
Specifically, after obtaining responses from all Directors and Audit & Supervisory Board Members toquestions mainly on the "Composition of the Board of Directors," "Deliberation of the Board of Directors,""Operational Status of the Board of Directors," "Support System for the Board of Directors," and "Dialogue
with Shareholders," an analysis is conducted by a third-party specialist organization. The Board of Directors
verifies the results of these analyses and confirms that the effectiveness of the Board of Directors as a whole
has been generally ensured, discusses how to address the issues identified, and is working on measures tofurther improve effectiveness.
[Summary of the Results of the Evaluation of the Effectiveness of the Board of Directors] (FY2023)
This year, the Board of Directors confirmed the progress of efforts to improve the important issues identified
based on the results of the evaluation of the effectiveness of the Board of Directors in the previous year, anddiscussed efforts to improve effectiveness.
The issue of "integrating sustainability into management and strategy with awareness of sustainability," which
was discussed in the Board of Directors' deliberations, was improved by determining monitoring indicators formateriality and by the Sustainability Committee reporting to the Board of Directors on the status of efforts toresolve materiality.
With regard to "strategy oversight (human resources)," this was improved by the CHO reporting to the Boardof Directors on the status of efforts to strengthen human resources.
4

"Information exchange and shared understanding by independent outside directors," an issue in the operation of
the Board of Directors, was improved by holding four information exchange meetings for independent outside
directors and independent outside auditor.
As a result of this analysis and evaluation, we have confirmed that progress has been made in efforts to address
important issues and believe that the effectiveness of the Board of Directors has been ensured. However, we
will continue to work on improving the above priority issues in order to further strengthen its functions.
Supplementary Principle 4.14.2 Director and Auditor Training
The Company’s policy is to provide opportunities and monetary support for training needed by each individual
Director and Auditor as necessary, taking into consideration factors such as expected roles and responsibilities
and required qualifications and knowledge.
Principle 5.1 Policy for Constructive Dialogue with Shareholders
The Company works to promote constructive dialogue with shareholders to achieve sustainable growth for thecompany and improve corporate value over the mid- to long-term. The Company holds financial results
briefings every April and Q2 financial results briefings every October for analysts and institutional investors,
where the President or officer in charge of IR, or other executive explains the details of financial results,
performance outlook, and other matters such as corporate strategies and the progress of businesses. In May
2023, the President held a briefing session to explain the details of the Medium-Term Management Plan
(FY2023-2025). In addition, after each briefing session, a video recording of the session is posted on our
website. https://www.infocom.co.jp/en/ir.html
In addition, the Company holds small meetings, etc. with analysts and institutional investors when the needarises. The Company strives to provide information to shareholders through means such as issuing shareholder
newsletters and booklets explaining shareholder benefits, in addition to holding Q&A sessions at the Annual
General Meeting of Shareholders.
Supplementary Principle 5.2.1 Establishing and Disclosing Business Strategies and Business Plans
The Company’s business strategy and plan are posted on the Company’s website in the form of the MediumTerm Management Plan (FY2023-2025). https://www.infocom.co.jp/en/ir/management/strategy.html
In addition, the Company works to pursue growth and improve profitability by classifying and evaluating thebusinesses of the entire Group into four categories — “strategic businesses,” “growth businesses,”“foundational businesses,” and “withdrawal businesses” — based on the Business Portfolio Policy whichstates, “We will optimize the allocation of managerial resources by managing our portfolio based on assessing
businesses on two axes: growth and profitability.”
・Strategic businesses: Businesses to be strategically developed into the next growth business — E-comic(overseas retail), hospital services (Asia), and long-term care and health services
・Growth businesses: Businesses for the purpose of continuing and optimizing growth — E-comic (domestic
retail), crisis management service, ERP・Foundational businesses: Businesses to maintain and improve revenue — Building systems for hospitals,
drug manufacturing, and large enterprises
・Withdrawal businesses: Business from which the Company is considering withdrawing
Action to implement management that is conscious of cost of capital and stock price (Disclosed in
English)Our company has formulated a three-year medium-term management plan based on our management policy,
and indicates the basic policy for promoting the plan. We then set targets for sales, EBITDA, and ROE forconsolidated results, taking into account the cost of capital and the allocation of management resources.
Furthermore, on the premise of securing a stable financial base, our policy is to prioritize growth investments in
key businesses and provide appropriate shareholder returns.
Please refer to our website for the medium-term management plan (FY2023-2025) and recent business results.
・Medium-Term Management Plan：https://www.infocom.co.jp/en/ir/management/strategy.html
・Financial results for FY 2023：https://www.infocom.co.jp/en/ir/earnings.html

5

2. Capital Structure
Foreign Shareholding Ratio

10% or more and less than 20%

Status of Major Shareholders (Updated)
Name or Company Name
Teijin Limited
The Master Trust Bank of Japan, Ltd. (Trust Account)
GOLDMAN SACHS INTERNATIONAL
Infocom Group Employee Shareholding Association
Custody Bank of Japan, Ltd. (Trust Account)
MSIP CLIENT SECURITIESBNY GCM CLIENT ACCOUNT JPRD AC ISG (FE-AC)
BNP PARIBAS LONDON BRANCH FOR PRIMEBROKERAGE SEGREGATION ACC FOR THIRD PARTY
NOMURA PB NOMINEES LIMITED OMNIBUS-MARGIN(CASHPB)
JAPAN POST INSURANCE Co.,Ltd.
Controlling Shareholder (except for Parent
Company)
Parent Company

Number of Shares
Owned
31,760,000
3,288,800
1,085,439
1,053,437
907,000
826,014810,161

Percentage (%)

720,050

1.31

715,000

1.30

510,000

0.93

57.87
5.99
1.98
1.92
1.65
1.50
1.48

—
Teijin Limited (Listed Stock Exchange: Tokyo) (Code) 3401

Supplementary Explanation (Updated)
1. This indicates the current status as of March 31, 2024.
2. The percentage of the number of shares owned out of the total number of issued shares has been rounded off
to two decimal places.
3. In addition to the above, the Company holds 2,714,682 treasury shares.
4. Percentages have been calculated using the total number of issued shares excluding treasury shares.
5. The statement of large-volume holdings for public inspection on December 28, 2021 states that Oasis
Management Company Ltd. owns the following shares as of December 27, 2021.
The Company cannot confirm the actual number of shares owned as of March 31, 2024, so it is not included in
the above status of major shareholders.
The contents of statement of large-volume holdings are as follows.
Company Name
Number of Shares Held (K shares) Stock Certificate Holding Ratio (%)
Oasis Management Company Ltd.
3,255
5.65
3. Corporate Attributes
Listed Stock Exchange and Market Segment
Fiscal Year-End
Industry
Number of Employees (Consolidated) as of
the End of the Previous Fiscal YearNet Sales (Consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of
the End of the Previous Fiscal YearTokyo Stock Exchange, Prime
March
Information & Communication
More than 1,000
From \10 billion to less than \100 billion
From 10 to less than 50

64. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder
The Company conducts transactions with the parent company and other Teijin Group companies such as
carrying out contract system development work. Pricing and other terms of the transactions are decided upondeliberation by the Board of Directors, after the Special Committee, which is composed of Independent
Outside Directors and was established for purposes such as contributing to protecting the interests of minority
shareholders and ensuring fairness and impartiality for shareholders, has deliberated on and reviewed the terms
taking into account factors such as market prices and reported the results to the Board of Directors.
5. Other Special Circumstances which May have Material Impact on Corporate Governance (Updated)
Teijin Limited is the parent company, holding 57.87% (directly held) of the Company’s voting rights. The
Group is positioned as a corporate group that operates IT businesses within the Teijin Group, and provides
services to the Teijin Group such as development and operation of information and communications systems.
In terms of personnel, one Representative Director and Senior Managing Executive Officers of Teijin Limited
serves concurrently as a Director of the Company, and one Full Time Auditor of the Teijin Limited servesconcurrently as an Auditor of the Company.
Although the Company has the above business and personnel relationships, there are no restrictions on theGroup’s business activities because its businesses are not similar to the businesses of the other business groups
in the Teijin Group.
In addition, the Company ensures independence because it makes independent management decisions based ona governance system that includes six Independent Outside Directors/Auditors.

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

Company with Board of Statutory Auditors*Referred to as “Board of Auditors” by the Company.

Directors
Number of Directors Stipulated in Articles ofIncorporation
Directors’ Term of Office Stipulated in Articles ofIncorporation
Chairperson of the Board
Number of Directors (Updated)
Election of Outside Directors
Number of Outside Directors (Updated)
Number of Independent Directors (Updated)

11
1 yearChairman
9
Elected55Outside Directors’ Relationship with the Company (1) (Updated)
Name
Kazuhiko Tsuda
Kazuhiko Fujita
Sachiko Awai
Akihisa Fujita
Kenji Otaka

Attributesab

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

j

k

Academic
From another company
From another company
From another company
From another company*Categories for “Relationship with the Company”.
(Indicated by “○” 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 sister company
d. 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 the corporation)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 theCompany (applies to self only)
j. Person who executes business for an entity receiving contributions from the Company (applies to self only)
k. Other8Outside Directors’ Relationship with the Company (2) (Updated)

Name

Designation as
Independent
Director

Supplementary
Explanation of the
Applicable RelationshipKazuhiko
Tsuda

○

－

Kazuhiko
Fujita○－SachikoAwai○－

Reasons for Appointment
Mr. Kazuhiko Tsuda has experience engaging inmanagement of a university start-up and as a
specialist in natural language understanding andinformation retrieval in the field of management
system science. He has been proactively providing
advice to enhance the transparency and fairness ofmanagement of the Company as Outside Director of
the Company. Therefore, the Company has
determined that by requesting his continued
appropriate guidance and oversight on decisionmaking by the Board of Directors, he will be able tocontribute to strengthening the Company’s
corporate governance system. Furthermore, he iscurrently and has always been independent from theCompany’s senior management and does not
currently nor has he ever had a risk of potential
conflict of interest with general shareholders.
Mr. Kazuhiko Fujita has knowledge and experiencein corporate management as Director in a healthrelated company, in addition to broad experience inoverseas business. He has been proactively
providing advice to improve the transparency andfairness of management of the Company as Outside
Director of the Company. Therefore, the Company
has determined that by requesting his continued
appropriate guidance and oversight on decisionmaking by the Board of Directors, he will be able tocontribute to strengthening the Company’s
corporate governance system. Furthermore, he iscurrently and has always been independent from theCompany’s senior management and does not
currently nor has he ever had a risk of potential
conflict of interest with general shareholders.
Ms. Sachiko Awai also has knowledge andexperience in corporate management as the head of
a company,in addition to broad experience inoverseas businesses and businesses targeting
general consumers. She has been proactively
providing advice to improve the transparency andfairness of management of the Company as Outside
Director of the Company. Therefore, the Company
has determined that by requesting her continued
appropriate guidance and oversight on decisionmaking by the Board of Directors, she will be able
to contribute to strengthening the Company’s
corporate governance system. Furthermore, she iscurrently and has always been independent from theCompany’s senior management and does not
currently nor has she ever had a risk of potential
conflict of interest with general shareholders.

9Akihisa
Fujita

○

－

Kenji
Otaka

○

－

Mr. Akihisa Fujita also has knowledge andexperience in corporate management as head of alisted company and other companies, in addition tobroad experience in information services andinternet-related business. He has been proactively
providing advice to improve the transparency andfairness of management of the Company as Outside
Director of the Company. Therefore, the Company
has determined that by requesting his continued
appropriate guidance and oversight on decisionmaking by the Board of Directors, he will be able tocontribute to strengthening the Company’s
corporate governance system. Furthermore, he iscurrently and has always been independent from theCompany’s senior management and does not
currently nor has he ever had a risk of potential
conflict of interest with general shareholders.
Mr. Kenji Otaka has experience in businessplanning and marketing at global companies, aswell as knowledge and experience as a manager andexpert at companies involved in the medical
business. Therefore, the Company has determinedthat by requesting his continued appropriate
guidance and oversight on decision-making by the
Board of Directors, he will be able to contribute tostrengthening the Company’s corporate governancesystem. Furthermore, he is currently and has always
been independent from the Company’s senior
management and does not currently nor has he ever
had a risk of potential conflict of interest withgeneral shareholders.

Voluntary Establishment of Committee(s)equivalent to Nomination Committee orRemuneration Committee

Established

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

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

Committee’s
Name

All
Members

Full-timeMembers

InsideDirectors

OutsideDirectors

OutsideExperts

Nomination
Advisory
Council

6

0

1

5

0

0

OutsideDirector

Compensation
Advisory
Council

6

0

1

5

0

0

OutsideDirector

10

Other

Chairperson

Supplementary Explanation (Updated)
・ Nomination Advisory Council
The Company has established the Nomination Advisory Council under the Board of Directors to deliberate on
matters related to the appointment and dismissal of the President and CEO with objectivity, timeliness, andtransparency.
The council consists of six members: Independent Outside Directors Kazuhiko Tsuda, Kazuhiko Fujita,
Sachiko Awai, Akihisa Fujita, Kenji Otaka and Chairman Norihiro Takehara. Independent Outside Director
Kazuhiko Tsuda serves as the Chairperson.
In FY 2023, we held two meetings in November and January in which all employees attended at the same time,and confirmed the characteristics expected of the representative director and president and successor
candidates. In addition, the CEO personnel changes from April 1, 2024 were also discussed.
・Compensation Advisory Council
The Company has established the Compensation Advisory Council under the Board of Directors to deliberateon the evaluation of the performance of the President and CEO with transparency, fairness, and objectivity.
The council consists of six members: Independent Outside Directors Kazuhiko Tsuda, Kazuhiko Fujita,
Sachiko Awai, Akihisa Fujita, Kenji Otaka and Chairman Norihiro Takehara. Independent Outside Director
Kazuhiko Fujita serves as the Chairperson.
In FY 2023, the meeting was held twice in May and June, with all members attending during the same period,
to discuss CEO performance evaluation and goal setting.
Auditors
Establishment of the Board of Statutory
Auditors
Number of Audit and Supervisory Board
Members Stipulated in Articles ofIncorporation
Number of Audit and Supervisory Board
Members

Established5
4

Cooperation among Audit and Supervisory Board Members, Accounting Auditors and Internal Audit
Departments
Auditors exchange opinions with the Accounting Auditor when preparing audit plans and quarterly review
reports. The internal audit department conducts audits of the Company’s business departments, staff
departments, and consolidated subsidiaries in cooperation with Auditors. Auditors, the Accounting Auditor,
and the internal audit department cooperate and have opportunities to share audit plans and hold regularmeetings for reporting audit results and other matters.
Election of Outside Auditors
Number of Outside Auditors
Number of Independent Auditors

Elected2
1

Outside Audit and Supervisory Board Members’ Relationship with the Company (1)Name
Kazumasa Nakata
Kiyo Morikawa

AttributesaFrom another company
Attorneyb

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

l

m

*Categories for “Relationship with the Company”.
(Indicated by “○” 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 the11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 subsidiaryb. A non-executive director or an accounting advisor of the Company or its subsidiaryc. Person who executes business or a non-executive director of a parent company
d. An Audit and Supervisory Board Member of the parent company of the Company
e. Person who executes business of a sister company
f. Person/entity for which the Company is a major client or a person who executes business for such person/entity
g. Major client of the Company or a person who executes business for such clienth. 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
i. Major shareholder of the Company (in cases where the shareholder is a corporation, a person who executes
business of the corporation)j. Person who executes business for a client of the Company (excluding persons categorized as any of f, g, or habove) (applies to self only)
k. Person who executes business for another company holding cross-directorships/cross-auditorships with theCompany (applies to self only)
l. Person who executes business for an entity receiving contributions from the Company (applies to self only)
m. OtherOutside Audit and Supervisory Board Members’ Relationship with the Company (2) (Updated)
Name

Designation as
Independent
Auditor

From Teijin Limited, theparent company of theCompany (resigned inJune 2019 before
becoming Auditor of theCompany)

Kazumasa
NakataKiyo
Morikawa

Supplementary
Explanation of the
Applicable Relationship

○

－

12

Reasons for Appointment
Mr. Kazumasa Nakata has utilized his
considerable knowledge of finance andaccounting not only in the management
supervisory audit but also in business audit,
based on his knowledge gained through frontline
business operations, and is fully able tocontribute to the sound management of theCompany Group. He has devoted his efforts toenhance audits performed by Auditors and to
improve corporate governance as Outside Full
Time Auditor. Therefore, the Company has
determined that he will be able to leverage such
experience to conduct appropriate audits of theGroup’s management and execution of business.
He is not currently in a position that would create
a conflict of interest with general shareholders
nor has he been in one in the past.
Ms. Kiyo Morikawa has a high level of expertiseand extensive experience as a lawyer, and has
experience as an outside corporate auditor andoutside director (audit and supervisorycommittee member) of other companies.
As an outside corporate auditor, she has beenworking to enhance the company's audits andimprove corporate governance.
Furthermore, she is currently and has always
been independent from the Company’s senior
management and does not currently nor has heever had a risk of potential conflict of interest
with general shareholders.

Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members
Number of Independent Directors and Independent
6
Audit and Supervisory Board Members (Updated)
Other Matters Concerning Independent Directors and Independent Audit and Supervisory Board Members[Status of Independent Directors and Auditors]
The Company’s Independent Directors and Auditors consist of five Outside Directors and one Outside Auditor.
All Outside Directors and Auditors that meet the requirements for Independent Director or Independent
Auditor are designated as Independent Director or Independent Auditor. There are no special interests between
the Company and Outside Directors and Auditors.
[Roles Outside Directors and Auditors fulfill in corporate governance]
Outside Directors fulfill the role and function of overseeing decisions on important matters in corporate
management and the execution of business by providing comments in Board of Directors meetings from an
objective perspective based on their outstanding insight, experience in corporate management, etc. Outside
Auditors fulfill the role and function of auditing and supervising the performance of duties by and executivefunction of Directors based on their outstanding insight in finance, accounting, law, general affairs, and otherfields.
[Details of standards and policies regarding independence for appointing Outside Directors and Auditors]
Although the Company has not established any particular standards or policies regarding independence fromthe Company for appointing Outside Directors and Auditors, it does refer to the standards established by the
Tokyo Stock Exchange, Inc. when appointing Outside Directors and Auditors.
[Cooperation in oversight and audits by Outside Directors or Outside Auditors with internal audits, audits by
Auditors, and accounting audits, and their relationship with the internal control department]
Outside Directors fulfill the function and role of overseeing the performance of duties by Directors, byreceiving reports on internal audits, audits by Auditors, and accounting audits, and expressing their opinion asneeded at Board of Directors meetings. Outside Auditors receive reports through the Board of Statutory
Auditors and express their opinions as needed in regard to internal audits by the Internal Auditing Office andaudits by Auditors and the Accounting Auditor, and cooperate with each function. Outside Directors andAuditors receive reports on risk management from the internal control department and provide guidance andsuggestions at their discretion at Board of Directors meetings. Furthermore, when necessary they work toensure the proper execution of business through means such as exchanging opinions with the chief officer incharge of the internal control department.
Incentives
Incentive Policies for Directors

Performance-based remuneration/ other

Supplementary Explanation for Applicable Items
The Company has introduced a performance-linked remuneration scheme that is dependent on the level ofachievement of the Group’s consolidated performance targets.
In addition, the Company has introduced a restricted stock-based remuneration scheme for Directors andExecutive Officers to further boost motivation to achieve Medium-Term Management Plan targets and share
the benefits and risks of stock price fluctuations with stakeholders.
Persons Eligible for Stock Options－

Supplementary Explanation for Applicable Items

13

Director Remuneration
Disclosure of Individual Director’s Remuneration

No Disclosure for any Directors

Supplementary Explanation for Applicable Items
There is no disclosure for any Directors because no Director has a total amount of remuneration, etc. thatexceeds 100 million yen.
Policy on Determining Remuneration Amounts
and the Calculation Methods

Established

Disclosure of Policy on Determining Amounts of Remuneration and the Calculation Methods (Updated)
Policy on Determining Amounts of Remuneration, etc. for Officers and the Calculation Methods
The composition of remuneration for the Company’s officers is set to enable them to fulfill their duties in orderto improve the business performance of the Group over the mid- to long-term, increase corporate value, andcontribute to society. Furthermore, the policy for determining the amount of officers’ remuneration, etc. andcalculation method thereof is decided by the Board of Directors. The amount of remuneration, etc. for officersof the Company in the fiscal year under review was decided in accordance with the remuneration systemstipulated by the Company and approved by the Board of Directors on June 24, 2024.
Composition of Remuneration and Calculation Method
Director Remuneration:
Remuneration for individual Directors (excluding Outside Directors) consists of basic remuneration paid as
fixed remuneration, performance-linked remuneration, and restricted stock-based remuneration. The maximum
total amount of remuneration for basic remuneration and performance-linked remuneration is 3 million yen(the number of Directors specified in the Articles of Incorporation is eleven or less, and was nine including fiveOutside Directors as of the day this report was submitted). The maximum total amount of remuneration for
restricted stock-based remuneration is 1.5 million yen (the number of Directors specified in the Articles ofIncorporation is eleven or less, and was nine including five Outside Directors as of the day this report was
submitted).
Basic remuneration is set in accordance with job rank in the internal rules regarding remuneration for
Directors. Performance-linked remuneration is calculated based on the ROE (Return On Equity) and EBITDA(Earnings Before Interest, Taxes, and Amortization) of the previous fiscal year, to which the level of
improvement and achievement of consolidated operating income and the evaluation of the status of businessexecution by individual Directors is added. The calculation method is specified in the internal rules regarding
remuneration for Directors. Evaluation of the Director that serves as CEO is approved by the Board of
Directors after consulting the Compensation Advisory Council. The calculation method is specified in theinternal rules regarding remuneration for Directors.
Implementation of restricted stock-based remuneration was approved at the 38th Annual General Meeting of
Shareholders held on June 16, 2020 to further boost motivation to achieve Medium-Term Management Plan
targets and share the benefits and risks of stock price fluctuations with stakeholders.
ROE and EBITDA of the previous fiscal year used to calculate performance-linked remuneration are indicatorsfor setting the performance targets of the Medium-Term Management Plan (FY2023-2025), and therefore havebeen selected as indicators for calculating Directors’ remuneration. The ROE target for FY2023 was 14.3% andthe result was 14.1%. The EBITDA target for FY2023 was 11.0 billion yen and the result was 11.09 billion
yen.
Remuneration for Outside Directors consists only of basic remuneration in view of their role.
Because the amount of individual remuneration for each Director was calculated after carrying out theseprocedures, the Board of Directors has determined that it is in line with the policy for determining
remuneration amounts.
Support System for Outside Directors and/or Outside Audit and Supervisory Board Members
Support for Outside Directors is mainly provided by the Business Management Office, and support for Outside
Auditors is mainly handled by the Internal Auditing Office.
14

2.

Matters Concerning Functions of Business Execution, Auditing and Supervision, Nomination, andRemuneration Decisions (Overview of Current Corporate Governance System) (Updated)
Corporate Governance System(1) Board of Directors
The Board of Directors of the Company consists of the following nine Directors (five of which are Outside
Directors): Chairman Norihiro Takehara who serves as the Chairperson, President and CEO Jun Kuroda,
Directors Mototaka Kuboi, and Naohiko Moriyama, and Outside Directors Kazuhiko Tsuda, Kazuhiko Fujita,
Sachiko Awai, Akihisa Fujita,and Kenji Otaka. The Board of Directors holds regular monthly Board of
Directors meetings, and extraordinary Board of Directors meetings as needed. The Board of Directors adopts
resolutions on matters stipulated by laws, regulations, and the Articles of Incorporation and on other importantmatters in accordance with the Board of Directors Rules, and oversee the executive function. In addition, all
Auditors attend Board of Directors meetings, enabling them to monitor the execution of business by Directors.
In FY2023, the Board of Directors met 17 times with the attendance of all members of the Board of Directors
during the same period, and discussed important management strategy matters such as the enhancement of thecorporate governance system.
(2) Board of Statutory Auditors
The Company has adopted an Audit and Supervisory Board system, to which it refers to as the “Board of
Statutory Auditors.” The Board of Statutory Auditors consists of the following four members (two of which are
Outside Auditors): Full Time Outside Auditor Kazumasa Nakata who serves as the Chairperson, Full Time
Auditor Makoto Sakurai, Auditor Tomoko Torii, and Outside Auditor Kiyo Morikawa. The Board of Statutory
Auditors holds regular monthly Board of Statutory Auditors meetings, and extraordinary Board of Statutory
Auditors meetings as needed. Full Time Auditors attend Board of Directors and other important meetings,
enabling them to monitor the status of business execution by Directors and express opinions as needed, etc. In
addition, Auditors strive to enhance the audit function through cooperation, via means such as exchanging
opinions and information with the Internal Auditing Office and Accounting Auditor.
In FY2023, 14 meetings of the Audit & Supervisory Board were held with the attendance of all members
during the same period.
(3) Internal Auditing Office
The Internal Auditing Office consists of a total of seven members: Internal Auditing Office General Manager
Shigeki Sawada and six other members. The office conducts audits in line with audit plans on matters such as
the status of compliance and operation regarding the business activities of each organization and Group
company in accordance with the Internal Audit Rules, and reports the results to the President and CEO. In
addition, the office reports and exchanges opinions on internal audit results and the status of corrective
measures with Auditors.
(4) Special Committee
The Company has established a Special Committee under the Board of Directors composed of Independent
Outside Directors to contribute to strengthening corporate governance, ensure transparency in corporate
management, protect the interests of minority shareholders, and ensure fairness and impartiality forshareholders. The committee consists of five members: Independent Outside Directors Kazuhiko Tsuda,
Kazuhiko Fujita, Sachiko Awai, Akihisa Fujita and Kenji Otaka. Independent Outside Director Kazuhiko
Tsuda serves as the Chairperson.
In FY2023, the meeting was held in April with the attendance of all members from the same period, andmainly discussed related-party transactions with the parent company group.
(5) Nomination Advisory Council
The Company has established the Nomination Advisory Council under the Board of Directors to deliberate on
matters related to the appointment and dismissal of the President and CEO with objectivity, timeliness, andtransparency. The council consists of six members: Independent Outside Directors Kazuhiko Tsuda, Kazuhiko
Fujita, Sachiko Awai, Akihisa Fujita, Kenji Otaka and Chairman Norihiro Takehara. Independent Outside
Director Kazuhiko Tsuda serves as the Chairperson.
In FY 2023, we held two meetings in November and January in which all employees attended at the same time,and confirmed the characteristics expected of the representative director and president and successor
candidates. In addition, the CEO personnel changes from April 1, 2024 were also discussed.
15

(6) Compensation Advisory Council
The Company has established the Compensation Advisory Council under the Board of Directors to deliberateon the evaluation of the performance of the President and CEO with objectivity, timeliness, and transparency.
The council consists of six members: Independent Outside Directors Kazuhiko Tsuda, Kazuhiko Fujita,
Sachiko Awai, Akihisa Fujita, Kenji Otaka and Chairman Norihiro Takehara. Independent Outside Director
Kazuhiko Fujita serves as the Chairperson.
In FY 2023, the meeting was held twice in May and June, with all members attending during the same period,
to discuss CEO performance evaluation and goal setting.
Executive Function(1) Chief Officers
The Company has established chief officers, the matters and scope of which are delegated by the CEO, tostrengthen company-wide measures and cross-functional efforts to address issues.
(2) Executive Officers
The Company has established Executive Officers to separate the corporate management decision-making andsupervisory function with the executive function, and for other purposes such as accelerating the execution ofbusiness and forming a flexible organizational structure. Executive Officers execute business operations as thehead of their respective area in accordance with decided matters such as policies decided by the Board of
Directors.
Status of Auditing(1) Status of audits by Auditors
The Company’s Board of Statutory Auditors consists of four people. There are two Outside Auditors, one ofwhich is an Independent Outside Auditor. The Board of Statutory Auditors monitors corporate management
and audits the execution of business by Directors, which includes attending Board of Directors meetings,
auditing business operations, attending other important meetings, and conducting audits of Directors andExecutive Officers.
Full Time Outside Auditor Kazumasa Nakata leverages his considerable knowledge in finance and accounting,to conduct audits of business operations based on his knowledge of not only supervising and auditing corporate
management, but also the front lines of businesses.
Full Time Auditor Makoto Sakurai leverages his considerable knowledge of the IT field accumulated from his
many years of operational experience in IT services and his experience leading corporate management as thehead of a Group company to conduct audits of business operations based on his knowledge of not only
supervising and auditing corporate management, but also the front lines of businesses.
Auditor Tomoko Torii has extensive experience and wide-ranging knowledge, including experience in businessdevelopment and marketing for pharmaceutical companies, as well as having served as general manager ofoperations related to branding and stakeholder communication at a listed company.
Independent Outside Auditor Kiyo Morikawa utilizes her high level of expertise and extensive experience as alawyer as well as her experience as an Outside Auditor and Outside Director (audit and supervisory committee
member) of other companies to conduct management supervision and audits.
In FY2023 the Board of Statutory Auditors held 14 meetings. The attendance of each Auditor is as follows.
Kazumasa Nakata: 14/14 meetings
Makoto Sakurai: 14/14 meetings
Akio Nakaishi: 14/14 meetings
Kiyo Morikawa: 14/14 meetings
Note: Mr. Akio Nakaishi retired due to the expiration of his term of office at the conclusion of the 42nd Annual
General Meeting of Shareholders held on June 24, 2024. Ms. Tomoko Torii was elected at the 42nd Annual
General Meeting of Shareholders held on June 24, 2024, and therefore did not attend the Audit & Supervisory
Board meeting for the current fiscal year.
Matters for deliberation by the Board of Statutory Auditors consist mainly of the corporate governance of theGroup, reviewing audit policies and plans, verifying the development and operation of internal control systems,
verifying the reasonableness of audits by the Accounting Auditor and the appropriateness of audit
remuneration, and exchanging opinions on the selection of Key Audit Matters (KAM).

16

(2) Status of internal audits
The internal audit system consists of the Internal Auditing Office, an organization under the direct control of
the President which is composed of a total of seven members, consisting of the Internal Auditing Office
Manager and six other members. The office conducts audits across the Group based on the policy to “minimize
potential risks in order to contribute to continuously strengthening the business foundation that underpins thegrowth of the Group.”
The Internal Audit Office promotes internal controls such as compliance, information security management,
and personal information protection, in accordance with the internal audit regulations, based on the audit plan
approved by the Board of Directors after the prior approval of the President and Representative Director.
After discussing and agreeing on an improvement plan with the audited department based on the audit results,
we submit an audit report to the president, directors and auditors. Regarding audited departments, we follow up
on the implementation status of improvements to ensure the effectiveness of internal audits. In addition, thestatus of internal audits is reported to the Board of Directors as a regular quarterly report.
In terms of cooperation between internal audits, audits by Auditors, and accounting audits, an environment has
been put in place enabling information on the status of internal audits to be shared with Auditors. In addition,
the Board of Auditors receives explanations of accounting audit plans, internal control audit plans, andquarterly review plans from the Accounting Auditor, as well as explanations of issues in accounting andinternal controls and other matters through accounting audit reports, internal control audit reports, quarterly
review reports, and other reports. Auditors explain to and exchange information with the Accounting Auditor
in regard to audit policies, audit plans, etc.
(3) Status of accounting audits
1) Name of Accounting Auditor: KPMG AZSA LLC
2) Continuous Period of Auditing: 14 years
Details of Liability Limitation Agreement
The following is an overview of the limited liability agreements that the Company has concluded with all
directors (excluding those who are executive directors, etc.) and all auditors based on the Articles ofIncorporation.
If directors (excluding those who are executive directors, etc.) and auditors are liable to the Company fordamages due to negligence of their duties after the conclusion of this agreement, the minimum liability amountstipulated in Article 425, Paragraph 1, of the Companies Act. Limitation of liability is permitted only when
directors (excluding those who are executive directors, etc.) and auditors act in good faith and without grossnegligence in the execution of their duties that caused their liability.

3. Reasons for Adoption of Current Corporate Governance System
The Company has adopted the format of a Company with Audit and Supervisory Board.
The Board of Directors appoints multiple Independent Outside Directors to enhance the appropriateness andreasonableness of decision-making, and strives to achieve the sustainable growth corporate value by overseeing
the execution of business from a diverse perspective.
The Board of Statutory Auditors and Auditors strive to ensure the soundness of the company and sustainablegrowth of corporate value through efforts such as auditing the performance of duties by Directors from an
independent perspective.
In this way, the Company believes that the current system is ideal for the Company because it functions toensure and enhance the effectiveness of corporate governance.

17III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Facilitate Exercise of Voting Rights (Updated)
Supplementary Explanation
The Notice of the 42nd Annual General Meeting of Shareholders
Early Posting of Notice of the General
held in June 24, 2024 was sent out on May 31, 24 days ago. In
Shareholders Meeting
addition, on May 30, we posted it on our website, the website of theTokyo Stock Exchange, and others.
The 42nd Annual General Meeting of Shareholders was held on
Scheduling of the General Shareholders
June 24, 2024. In the future, we plan to set dates that avoid peakMeeting During Non-Peak Days
days so that more shareholders can participate.
Since the 24th Annual General Meeting of Shareholders held on
June 20, 2006, the Company has been using an online voting rights
Electronic Exercise of Voting Rights
exercise site provided by the shareholder registry manager.
Shareholders meeting materials are posted on this website and theCompany’s website to encourage the exercise of voting rights.
Participation in platform for the
The Company has been utilizing the platform for the electronic
electronic exercise of voting rights andexercise of voting rights provided by ICJ, Inc. since the 40th
other efforts to improve the environment Annual General Meeting of Shareholders, which was held on Junefor exercising the voting rights of
14, 2022.
institutional investors
Provision of Notice (or Summary of
The Company creates English versions of general meeting of
Notice) of the General Shareholders
shareholders notices and posts them on the websites of the Tokyo
Meeting in English
Stock Exchange and the Company.
・Shareholders meeting materials, including notice of the general
meeting of shareholders and notices of resolutions are posted on the
Company’s website
Other
・After the close of the general meeting of shareholders, a video ofthe explanation by the chairperson is released on the Company’s
website
2. Status of IR-related Activities (Updated)
Explanation by arepresentative
director or a
Supplementary Explanation
representative
executive officer
Formulation and
The Company has established a Disclosure Policy andPublication of Disclosure
published it on its website.
https://www.infocom.co.jp/en/ir/management/disclosure.html
Policies
The Company holds financial results briefings on the day it
releases 2nd quarter and annual financial statements or thefollowing day. In FY2023, the Company held financial
Regular Investor Briefings
results briefings in April and October, and a medium-term
held for Analysts andHeldmanagement plan (2023-2025) briefing session in May. In
Institutional Investors
addition, small meetings are held as appropriate. This year,
the Company held a briefing session regarding the financial
results for FY 2023 in April.
The Company posts quarterly financial statements (inJapanese and English) and documents requiring timely
Online Disclosure of IR
disclosure, etc. on its website. In addition, the Company
Information
releases videos detailing the Medium-Term Management
Plan as well as videos of financial results briefings andgeneral meetings of shareholders.
Establishment of
Officer in charge of IR:
Department and/orManaging Executive Officer and CFO
Placement of a Manager in Department in charge of IR:
Charge of IR
Corporate Communications Office18

3. Status of Measures to Ensure Due Respect for Stakeholders (Updated)
Supplementary Explanation
In order to realize sustainable growth of corporate value of the Group, theCompany has established a management policy and measures in accordance with
its Corporate Philosophy and drives various initiatives with the understandingthat it is essential to establish corporate governance, which includes enhancing
transparency and its role as a member of society to strengthen its relationship oftrust with the public.
Establishment of Internal
Rules Stipulating Respect
for the Position of
Stakeholders

Group Corporate Philosophy
The Infocom Group contributes to social innovations through technology
advancements.
Group Management Policy(1) Reach for higher corporate value through sustainable profit growth.
(2) Conduct business as an example to others of compliance.
(3) Respond quickly to changes in markets and advancements in technology.
(4) Provide fulfilling work and foster employee talents.
(5) Contribute to a better society through co-creation and ICT.
Basic Sustainability Policy
In line with its Corporate Philosophy to “The Infocom Group contribute to social
innovations through technology advancements, ” the Infocom Group willcontribute to the development of a sustainable society by working earnestly tosolve environmental and social problems through business activities that provide
high-quality innovative services society needs and practice highly transparent
and sound corporate management.
The Company has formulated a Basic Sustainability Policy and views thesustainable growth of corporate value for stakeholders to be the essence of CSR
activities. In accordance with the policy, the Company works to strengthen its
relationship of trust with the public, conduct business activities based on a highsense of ethics, and establish highly transparent corporate governance.

Implementationof Environmental
Preservation Activities andCSR Activities, etc.

(1) Addressing Climate Change and TCFD
Due to the business characteristics of the Group, we are less dependent on
natural capital, so we believe that promoting business and having customers use
the Group's products and services will contribute to the reduction ofenvironmental burdens such as paper resources and energy costs.
1) The Company established an environmental policy in accordance with theenvironmental management system based on the ISO14001 standard, and we arepromoting initiatives to reduce environmental impact with CSRO as the chiefenvironmental officer. The details of the initiatives are reported to the Board of
Directors as CSRO business execution reports.
Environmental Management
The Company built and operates an environmental management system inaccordance with ISO 14001 to work to conserve the environment and mitigate
environmental impacts.
Environmental Policy
1. Improving the Environment through Business
2. Reducing Environmental Impact
3. Increasing Sustainability
4. Complying with Environmental Laws
5. Raising Environmental Awareness192) Strategy
Regarding the impact of climate change-related risks and profit opportunities on
our business activities and earnings, we recognize that the risks related to climatechange that directly affect our business activities and financial planning are low.
However, in accordance with the environmental policy mentioned above, we areworking to reduce environmental impact and preserve the environment throughour business activities.
3) Risk management
The General Affairs Office, which has jurisdiction over sustainability activities
including climate change, gives instructions to identify risks and opportunities
related to relevant internal departments and Group companies, identifies risks,and reports to the Sustainability Committee.
The Sustainability Committee evaluates the potential size and scope of climaterelated risks for the identified risks related to climate change, considers
countermeasures according to the degree of importance, and conducts risk
reduction activities.
4) Metrics and targets[Efforts to reduce environmental impact]
The Company are continuously working to reduce the environmental impact inaccordance with the environmental management system based on the ISO14001
standard.
In 2021, we relocated our headquarters under the concept of ABW (Activity
Based Working). As a result, the improvement of the workplace has progressed,
and the effect of reducing electric power consumption and CO2 emissions has
appeared. The CO2 emissions calculated by multiplying by the emission factor
are as follows. The goal of the initiative is to reduce usage and emissions
compared to the previous year.
・Electric power consumption(KWH)
FY2020 FY2021 FY2022 FY2023
1,928,875 1,654,631 1,118,135 923,312
・CO2 emissions(Kg)
FY2020 FY2021 FY2022 FY2023
858,349 733,001 486,389
400,717Additionally, as part of our work style reform, we are working on a paperlesssystem, including digitizing internal procedures and promoting electronic
contracts, so that back-office operations can be carried out without having tocome to the office. Changes in the amount of paper used are as follows. The goalof the initiative is to reduce usage compared to the previous year.
・Paper used(Sheet)
FY2020 FY2021 FY2022 FY2023
813,889 641,725 533,464 590,827
Environmental Conservation through Business Activities
The Company engages in efforts to enhance the efficiency of customers’
administrative operations and facilitate the improvement of the environment
through business by providing services that do not use paper such as e-comics,
medical systems, and electronic documents.
For more information on sustainability:
https://www.infocom.co.jp/en/sustainability.html

20

IV. Matters Concerning the Internal Control System
1. Basic Views on Internal Control System and Status of Development (Updated)(1) System to ensure that the performance of duties by Directors and other officers of the Company and its
subsidiaries comply with laws, regulations, and the Articles of Incorporation
1) The Company stipulates to practice “management guided by compliance” in its Management Policy and to“act with strong ethical standards and accountability, keeping the trust our stakeholders place in us” in its
Values. Accordingly, officers and employees of the Company and its subsidiaries shall comply with laws andregulations and act in good faith based on a sense of ethics and values expected of them as members of acompany and of society. Furthermore, the Company has established a Code of Conduct for day-to-day business
operations, and shall strive to ensure they are effective.
2) The Company shall establish Officers Rules for with respect to the performance of duties by Directors, andpractice fair and appropriate corporate management by complying with social norms, ethics, laws, andregulations as well as conducting audits in accordance with the Audit Standards for Auditors established by the
Board of Statutory Auditors.
3) The Company shall appoint a Chief Social Responsibility Officer (CSRO) as the officer in charge ofcompliance, and strive to build a compliance system and identify problems across the Infocom Group.
(2) System to ensure that the performance of duties by employees of the Company and its subsidiaries comply
with laws, regulations, and the Articles of Incorporation
1) The Company shall continuously facilitate education and awareness-raising on compliance in accordancewith the Management Policy, Values, Code of Conduct, and the like of the Infocom Group to ensure that theperformance of duties by officers and employees of the Company and its subsidiaries are in compliance withlaws, regulations, and the Articles of Incorporation. In addition, officers and employees of the Company and its
subsidiaries shall practice compliance in their respective positions.
2) In order to ensure a means of direct reporting in the event that an officer or employee of the Company or its
subsidiaries is found to have committed a serious legal violation or an important fact in relation to compliancehas been discovered, the Company shall establish an internal whistleblowing desk and external
compliance/harassment help desk that is operated by an external attorney. The Company will protect theanonymity of whistleblowers in accordance with their wishes and will not treat them disadvantageously.
3) The status of whistleblowing based on the internal whistleblowing system of the Infocom Group shall bereported to the Company’s President and Auditors, and the Board of Directors and Sustainability Committee asappropriate. In addition, the Company shall properly disclose the details, response, and results of serious
whistleblowing cases to the officers and employees of the Company and its subsidiaries, and ensure all officers
and employees of the Company and its subsidiaries are informed.
4) The Company shall clearly specify the division of duties between organizations and the responsibilities andauthorities of positions in the Rules for Division of Duties, Job Authority Rules, and Individual Authority
Standards, and ensure checks and balances between organizations and prevent authority from being centralizedin specific individuals by recording opinions in accordance with roles in internal requests for proposal approval(ringisho), etc.
(3) System regarding storage and management of information related to the performance of duties by Directors
1) Documents and forms related to the performance of duties by Directors shall be created, stored, managed,
and disposed of in accordance with laws, regulations, and internal rules. In addition, they shall be stored andmanaged in a way that is easily searchable as necessary, and be viewable at any time while they are stored.
2) The President of the Company shall be responsible for monitoring and overseeing the storage andmanagement of information in 1) above.
(4) Rules and other systems regarding the management of risk of damages to the Company and its subsidiaries
1) The Company’s Board of Directors shall address all risks that threaten the enhancement of corporate value
and sustainable development of corporate activities.
2) The Company shall establish Group Risk Management Rules which it will follow under an integrated
management policy, and establish a Sustainability Committee as a body to manage risks in accordance withthese rules, which shall be chaired by the CSRO. The committee shall comprehensively and efficiently
identify, assess, and manage risks related to the execution of business by the Infocom Group.
3) The Company shall build a system to carry out integrated crisis management in the Infocom Group inaccordance with rules, manuals, and the like to minimize impacts in emergency circumstances caused by a21

serious incident or accident by avoiding confusion, keeping damages to a minimum, etc. In addition, theCompany shall formulate a Business Continuity Plan (BCP) to minimize damages due to business interruption
in the event of a major disaster or other emergency situation, and work to develop a system to ensure business
continuity.
4) The Company shall put in place Quality Control Rules to ensure, maintain, and improve the quality of the
products and services the Company offers, and establish a Chief Quality Officer and a Quality Management
Promotion Office to assist said officer. In addition, the quality management system provided by the office shallserve to comprehensively manage the state of business activities and defects and complaints, and makenecessary improvements and strive to prevent recurrence based on the results of assessments.
(5) System to ensure the duties of Directors and other officers of the Company and its subsidiaries are
performed efficiently
1) The Company shall put in place rules for the Group and Group companies necessary to ensure the efficiencyof the Infocom Group’s business operations. These rules shall be reevaluated when laws or regulations arerevised or abolished or it is deemed necessary to improve the efficiency of the performance of duties.
2) The Company shall hold regular Board of Directors meetings once per month, and extraordinary Board of
Directors meetings to ensure decisions can be made at the appropriate timing when necessary in terms of theexecution of business. In addition, investments shall be deliberated on by the Investment Committee, which iscomposed of Directors and other officers.
3) The authority and procedures of each position in regard to the execution of business based on decisions by
the Company’s Board of Directors shall be stipulated in detail in the Job Authority Rules and the Rules for
Division of Duties. These rules shall be reevaluated when laws or regulations are revised or abolished or it isdeemed necessary to improve the efficiency of the performance of duties.
4) The Company shall separate the corporate management decision-making and supervisory function with theexecutive function, and implement an executive officer system to carry out efficient and fast corporate
management. In addition, the Company shall appoint Independent Outside Directors to enhance theappropriateness and reasonableness of decision-making by the Board of Directors.
(6) System to ensure the appropriateness of business operations of the Company, its parent company, and its
subsidiaries
1) The Infocom Group shall put in place a system to ensure fairness and transparency in transactions with its
parent company. In addition, the Company shall execute all business operations as a listed company based on
independent management decisions.
2) The Infocom Group stipulates to practice “management guided by compliance” in its Management Policy
and to “act with strong ethical standards and accountability, keeping the trust our stakeholders place in us” inits Values, and it shall comply with laws and regulations and put in place a system based on a sense of ethics
and values expected of it as a corporate citizen and member of society.
3) The basic stance of the Infocom Group is to have no involvement with antisocial forces that would disturbsocial order or sound business activities and to take a firm group-wide stance against such antisocial forces inclose cooperation with external specialized organizations such as police, and the Infocom Group shall put inplace a system based on said stance.
4) The Company shall establish a Sustainability Committee composed of key Group companies, and put inplace a compliance and risk management system based on an integrated group policy in accordance with theGroup Risk Management Rules.
5) The Company shall build a system to hold discussions in advance based on the Group Company
Management Rules and other rules when an important management decision needs to be made in a subsidiary.
In addition, the Company shall build a system for regularly reporting on business operations when an important
operational matter arises.
6) The Company’s Internal Auditing Office shall carry out and oversee internal audits in the Infocom Group,and ensure the effectiveness and appropriateness of internal controls in all of the Group’s business operations.
7) The Company’s Auditors shall build a precise system in close cooperation with the Accounting Auditor andInternal Auditing Office to ensure individual Auditors or the Board of Statutory Auditors can effectively andappropriately monitor and audit the entire Group.
(7) Matters concerning employees assisting duties of Auditors, matters concerning the independence of said
employees from Directors, and matters concerning the effectiveness of instructions issued to said employees
1) The Internal Auditing Office staff, which is independent from other executive lines, shall assist audits22

conducted by Auditors in accordance with the requests of the Board of Auditors.
2) The Internal Auditing Office staff will not take directions or orders from Directors when assisting theoperations of Auditors.
3) In order to ensure the independence and effectiveness of the Internal Auditing Office staff that assists audits
conducted by Auditors, the Company shall seek the opinions of the Board of Statutory Auditors in regard to
performance evaluations and job transfers of the staff.
(8) System for Directors and other officers and employees of the Company and its subsidiaries to report to
Auditors, and other systems related to reporting to Auditors
1) Auditors can attend a company’s important meetings to ascertain important decision-making processes andthe status of the execution of business.
2) Officers and employees of the Company and its subsidiaries shall report without delay to Auditors when
they discover any of the following matters specified below:(a) Matters that would or could potentially greatly erode the credibility of the company(b) Matters that would or could potentially have a significant negative impact on the company’s performance(c) Serious matters that are in violation of the Values or compliance(d) Other matters that apply to items (a) to (c) above
3) Officers and employees of the Company and its subsidiaries shall report on businesses in accordance withthe requests of Auditors and cooperate with research on the status of the business operations and assets of the
Infocom Group.
(9) System for ensuring that those who report to the Auditor are not treated unfavorably for making said report
1) The Infocom Group prohibits treating officers and employees who report to Auditors disadvantageously forthe reason of submitting said report.
(10) Policy on procedures for processing expenses or debts and prepaying or reimbursing expenses incurred in
the performance of duties by Auditors
1) Expenses and debts required in the performance of duties by Auditors shall be borne by the Company. If
there is a request for prepayment, etc. of expenses in accordance with the Companies Act, the Company shallcomply with said request.
(11) Other systems to ensure that audits by Auditors are conducted effectively
1) Auditors shall exchange opinions with Directors, key employees, and auditing firms when necessary.
2) In order for audits by Auditors to be conducted effectively, all information on the execution of thecompany’s business operations shall remain viewable at any time.

23

2. Basic Views on Measures for Eliminating Anti-Social Forces and Status of Development (Updated)(1) Basic views
The Company’s basic view is to comply with the laws, regulations, and social norms of the countries andregions where it conducts business activities, and have no involvement with individuals or groups that would
disturb the social order or sound business activities.
(2) Status of development
1) Criteria for response
The Group Corporate Code of Conduct includes items to defend against antisocial forces and states that theGroup will take a firm stance against antisocial forces such as demands from specific shareholders or
racketeering by interceding in civil disputes and threatening the use of violence, and not tolerate meeting said
demands or threats.
2) Rules for response
The Company works to eliminate antisocial forces through measures such as establishing rules for responding
to antisocial forces to prevent the Company’s officers and employees from being involved with or providing
benefits to antisocial forces and regularly researching companies and individuals involved with the Company.
3) Department in charge of response
The General Affairs Office has been established as the department in charge of response.
4) Instilling information in employees
Every year training is provided to all employees during Corporate Ethics Month to instill the Company’s basic
view in all Group officers and employees. In addition, when entering into contracts with external parties andtransaction agreements for business activities, the Company confirms in writing that the counterparty is not amember of antisocial forces.

24

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

Not Adopted

Supplementary Explanation for Applicable Items

2. Other Matters Concerning the Corporate Governance System (Updated)(Attachments: Organizational Structure, Skill Matrix, and System for Timely Disclosure)25

Skill Matrix
Corporate
management

Name

Position

Norihiro Takehara

Chairman〇Jun Kuroda

President〇

Mototaka Kuboi

Director

Naohiko Moriyama

Director

Kazuhiko Tsuda

Director

Kazuhiko Fujita

Director

Sachiko Awai

Director

Akihisa Fujita

Director

Kenji Otaka
Kazumasa Nakata
Makoto Sakurai
Tomoko Torii
Kiyo Morikawa

Director
Full Time
AuditorFull Time
AuditorAttributes

Compliance /Risk management

Finance /accounting〇HRdevelopment

Businessdevelopment

Globalexperience

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent
OutsideIndependent

〇
〇

〇

〇
〇

〇
〇

〇
〇

〇
OutsideIndependent〇

Healthcare
〇

〇
〇

26

IT services〇

Healthcare〇

Net business〇〇

Field ofspecialization

Net business,
IT services
Net business,
IT services
IT services,
Healthcare

〇

〇

〇

〇
〇

Technological
R&D〇

OutsideAuditor
AuditorSustainability

Net business〇

Healthcare〇

Healthcare〇

IT services