(Translation for Reference and Convenience Purposes Only)
CORPORATE GOVERNANCE REPORT
Chiyoda Corporation

Report date: August 5, 2024
Chiyoda Corporation
Koji Ota, President & CEO
Inquiries: Satomi Fukuda, General Manager, Corporate Services Dept.
+81-45-225-7740
Stock code：6366
https://www.chiyodacorp.com/
The corporate governance of Chiyoda Corporation (hereinafter “Chiyoda” or the “Company”) is described below.

I Basic Stance on Corporate Governance, Shareholder Composition, Corporate Data and Other Basic
1. Basic Stance on Corporate Governance
Chiyoda recognizes that operating in a manner that earns the trust and loyalty of shareholders, customers, vendors, creditors, employees,
communities, and other stakeholders is the very foundation of our activities.
As we strive to achieve sustained growth over the medium to longer term, we are working to constantly strengthen the foundation of our businessand to ensure sound and transparent management. To this end, we view continuously strengthening corporate governance and building andstrengthening internal controls as critical areas, and we are working to put this into practice.

【Reason for Not Implementing Principles of Corporate Governance Code】
Principle 4.10.1 Use of Optional Approach, Establishment of nominating committee and remuneration committee
Chiyoda has not taken the option of establishing a nominating committee or compensation committee. However, as specified in the Chiyoda
Corporate Governance Policy (Section II, Chapter 3.1 (iii) and (iv)), independent outside directors and full-time members of the Audit andSupervisory Committee participate in, or attend, the meetings held to make decisions in the process of appointing directors and determining
compensation. This effectively serves the same function as a nominating committee, and we believe that this raises the level of objectivity andtransparency, ensuring the validity of the process.

【Disclosure Based on Principles of Corporate Governance Code】 update
Pursuant to a resolution by the Board of Directors, the Company has adopted the "Chiyoda Corporation Corporate Governance Policy"(hereinafter referred to as the "Policy of the Company") as a statement of our fundamental approach to and our basic policy on corporate
governance. Please refer to the document posted at our website.
https://www.chiyodacorp.com/en/about/governance/
Principle 1.4

Cross-Shareholdings

See II. Chapter 1. 4. of the Policy of the Company.
As of March 31, 2015 Chiyoda held 21.6 billion yen worth of shares in 16 companies, but by March 31, 2016 this had been reduced to 11.8
billion yen worth of shares in five companies, and by March 31, 2019 it had been further reduced to 190 million yen worth of shares in threecompanies. As of March 31, 2024, Chiyoda has retained our holdings in these three companies.
Principle 1.7

Related Party Transactions

See II. Chapter 1. 7. of the Policy of the Company.
Supplementary Principle 2.4.1

Ensuring Diversity in the Promotion to Core Human Resources

The Company respects the diverse characteristics of individuals in terms of gender, sexual orientation, gender identity, nationality, race, age,religion, disability, work styles, and roles. The Company is making various efforts to realize an organizational culture in which each employee candemonstrate their abilities with enthusiasm. As the first step toward its realization, it established the Diversity and Inclusion Policy in October 2023.
Regarding the promotion of women’s empowerment, we have established the Third General Employer Action Plan in March 2024 based on the
Act on the Promotion of Women's Active Engagement in Professional Life and aim to maintain or increase the ratio of female employees in main
career tracks, which was 13% at the end of fiscal 2023. To achieve this goal, we are working to create an environment in which women can fully
demonstrate their abilities by conducting interviews to continuously support women’s career development, introducing a system to convert
employees in specialized positions (positions to proactively support the smooth operation of the Company’s various organizations) to main career
track positions, enhancing PR activities to increase the number of female applicants for employment, and conducting training to promote
understanding of diversity and inclusion and unconscious bias. The ratio of women in management positions steadily increased from 6.3% at theend of fiscal 2021 to 8.3% at the end of fiscal 2022. In fiscal 2023, the ratio was 9.2% under the aggregation method up to the previous consolidated
fiscal year, showing a continued upward trend. However, at the end of the consolidated fiscal year of 2023, the scope of aggregation of employees
in management positions was adjusted to one of managerial supervisors as defined under the Labor Standards Act (hereinafter referred to as“aggregation method adopted from the end of the consolidated fiscal year of 2023”) and the ratio became 3.5% as of the end of fiscal 2023. We
will monitor the percentage of female employees in the pool of candidates for future corporate management positions in order to further promotewomen’s empowerment.
In terms of the promotion of foreign nationals, many foreign employees are already working in our major projects, such as LNG projects, which isone of our key businesses, and we are continuously improving their work environment. As of the end of fiscal 2022, the ratio of foreign nationals
in management positions was 3.1%. As of the end of fiscal 2023, the ratio was 3.2% under the aggregation method up to the previous consolidated

fiscal year and 0.8% under the aggregation method adopted from the end of the consolidated fiscal year of 2023. We will adhere to the principle
of appointing appropriate employees to appropriate positions and will continue to positively consider their promotion.
Regarding the recruitment of foreign nationals, we are working to acquire global-scale human resources with diverse experience and skills byholding explanatory sessions for international students. In fiscal 2023, foreign nationals accounted for 3.6% of all regular hires.
In recent years, we have been actively recruiting mid-career workers, especially in new areas, in order to secure diverse human resources withthe knowledge and skills that are in short supply within the Company. In fiscal 2023, 60 mid-career employees were hired, accounting for 52.2%
of all new hires. The proportion of mid-career hires in management positions was 31.7% as of the end of fiscal 2022. As of the end of fiscal
2023, it was 33.3% using the aggregation method up to the previous consolidated fiscal year and 28.8% using the method adopted from theend of the consolidated fiscal year of 2023. We will continue to appoint appropriate employees to appropriate positions regardless of their lengthof service with the Company.
For more information about our human resources development policy, etc, please refer to Annual Securities Reports and the " CHIYODAREPORT " posted at our website below.
CHIYODA REPORT: https://www.chiyodacorp.com/en/csr/csr/report.html
Annual Securities Reports: https://www.chiyodacorp.com/jp/ir/library/securities/ (Japanese Only)

Principle 2.6

Roles of Corporate Pension Funds as Asset Owners

See II. Chapter 2. 6. of the Policy of the Company.
Principle 3.1 Full Disclosure
See II. Chapter 3. 1. of the Policy of the Company.
With respect to item (i), please refer to the materials posted at our website regarding the Chiyoda corporate philosophy and the current Midterm
Management Plan.
https://www.chiyodacorp.com/en/about/policy/
https://www.chiyodacorp.com/en/ir/managementstrategy/plan/
Supplementary Principle 3.1.3 Sustainability measures
1. Our Annual Report (financial information) and Sustainability Report (non-financial information) are published together as the Chiyoda Report.
This is posted at our website and contains information about our management policies for sustainable growth, the state of our businessactivities, and our SDGs (Sustainable Development Goals) initiatives.
https://www.chiyodacorp.com/en/csr/csr/report.html
2. In 2019, Chiyoda declared its support for the Task Force on Climate-related Financial Disclosures (TCFD) recommendations, and we havebeen performing TCFD analysis through a Ministry of Environment program and posting the results at our website.
https://www.chiyodacorp.com/en/csr/environment/business-activities.html
3. With the aim of achieving carbon neutrality by 2050, we have established medium to longer term greenhouse gas (GHG) targets and issued
a carbon neutral declaration. This Carbon Neutral Declaration is available at our website.
https://www.chiyodacorp.com/en/media/2022/post-255.html
4. In order to realize our vision for 2030 as presented in the Midterm Management Plan, we will continue to invest strategically in R&D (including
intellectual property) and human capital.
For information about human capital, please refer to "Supplementary Principle 2.4.1 Ensuring Diversity in the Promotion to Core Human
Resources" (this report) and Annual Securities Reports and Chiyoda Report (posted at our website).
Information about R&D activities is disclosed in our annual securities report and information about the environmental technologies developed
being developed by Chiyoda is also disclosed via our website. Additionally, we are using intellectual property information compiled using IP
landscaping to provide feedback for management policy and business strategy, are considering the appointment of a Chief Technology Officer,
and are building and implementing intellectual property strategy in line with our business strategy.
CHIYODA REPORT: https://www.chiyodacorp.com/en/csr/csr/report.html
Annual Securities Reports: https://www.chiyodacorp.com/jp/ir/library/securities/ (Japanese Only)
Chiyoda’s own environmental technologies: https://www.chiyodacorp.com/en/service/environment/
Supplementary Principle 4.1.1 Scope and Content of the Matters Delegated to the Management
See II. Chapter 4. 1. of the Policy of the Company.
As described in this section, in order to make business decisions quickly, Chiyoda has established an Executive Committee, comprising
representative directors & vice presidents, senior vice presidents and above, as well as operations directors, and division directors and requiring
a quorum of a majority of the members, as an advisory body to the president, who oversees the execution of business of the company basedon decisions made by the Board of Directors, with the scope of each item defined in the Rules of the Board of Directors and Rules of the
Executive Committee to clarify the scope of delegation.
Principle 4.9 Independence Standards and Qualification for Independent Directors
See II. Chapter 4. 9. of the Policy of the Company.
Supplementary Principle 4.11.1 View on the Balance of Knowledge, etc. as well as Diversity and Size of the Board of Directors as a Whole
See II. Chapter 4. 11(1) of the Policy of the Company.
Supplementary Principle 4.11.2 Status of Concurrent Posts Held by Directors and Audit & Supervisory Board Members as Officers at Listed

Companies
See II. Chapter 4. 11(2) of the Policy of the Company.
Please also refer to the shareholders meeting notices posted at the Chiyoda website.
https://www.chiyodacorp.com/en/ir/information/general-meeting/
Supplementary Principle 4.11.3 Analysis and Evaluation of the Effectiveness of the Board of Directors as a Whole
Chiyoda conducts analysis and evaluation of the effectiveness of the Board of Directors once a year with the aim of improving the effectivenessof corporate governance and further enhancing the functions of the Board of Directors. An outline of the results of the analysis and evaluation forfiscal 2023 is as follows:

Analysis and evaluation method:
A questionnaire-based survey was conducted with all directors (including Audit and Supervisory Committee Members) as respondents. In
addition to the quantitative evaluation on a five-point scale, free-text comments are allowed for each question. The results were sorted out andaggregated, and reported at the meeting of the Board of Directors for discussion.
Questionnaire Topics:
1. Composition and Operation of Board of Directors
2. Management strategy and Business strategy
3. Corporate ethics and Risk management
4. Performance monitoring and Management team evaluation
5. Communication with shareholders
Outline of the evaluation results:
During fiscal 2023, the Board of Directors of the Company shared information with each of the internal and external directors as appropriate andheld active discussions. It was also confirmed that the Board of Directors oversees the proper establishment and operation of the Internal
Control Systems required for the Company group.
Future initiatives:
In fiscal 2024, under a new Midterm Management Plan to be announced in the same fiscal year, we aim to enhance corporate managementfrom a long-term perspective and deepen sustainability. We are also committed to having more active and sophisticated discussions at
meetings of the Board of Directors with the aim of further improving corporate value by promoting innovation in our business portfolio and its
implementation and establishing a stable revenue base. We will work to improve the functions of the Board of Directors by further deepening
the discussions on the items identified as requiring improvement.

Supplementary Principle 4.14.2 Training Policy for Directors and Audit & Supervisory Board Members
See II. Chapter 4. 14. of the Policy of the Company.
Principle 5.1 Policy for Constructive Dialogue with Shareholders
See II. Chapter 5. 1. of the Policy of the Company.
Action to Implement Management That Is Conscious of Cost of Capital and Stock Price
Chiyoda established its Revitalization Plan for the period from fiscal 2019 to 2023 as a Midterm Management Plan in which we have set thesophistication of the risk management system, the enhancement of our Engineering, Procurement, and Construction (EPC) execution andmanagement capabilities, and the expansion and advancement of our human resources as key measures for transforming ourselves into a
profitable corporate structure capable of achieving stable net income of 10 to 20 billion yen. By reducing earnings volatility through theimplementation of these measures, we aimed to improve the cost of shareholders’ equity and increase corporate value. In fiscal 2024, we willcontinue to improve the cost of shareholders’ equity and, at the same time, will build a foundation for evolving into a stable and highly profitablecompany through a new Midterm Management Plan to be announced in the same fiscal year, aiming to increase corporate value.
As for the constructive dialog with shareholders, see Section 1: Policy for Constructive Dialog with Shareholders in Chapter 5 in Part II of the
Chiyoda Corporation Corporate Governance Policy.
Revitalization plan: https://www.chiyodacorp.com/en/ir/managementstrategy/plan/
Corporate Governance Policy (Japanese Only): https://www.chiyodacorp.com/about/20240101_CGP.pdf

2. Shareholder Composition update
Percentage of Foreign Shareholder

10% or more

【Principal Shareholders】 update
Name

Number of Shares

Investment ratio (%)

Mitsubishi Corporation

86,931,220

33.45

MUFG Bank, Ltd. (Trust Account)

9,033,925

3.48

Chiyoda Corporation Stock Ownership Association

4,737,013

1.82

Mitsubishi UFJ Trust and Banking Corporation

3,874,000

1.49

SSBTC Client Omnibus Account2,641,948

1.02

JP Morgan Chase Bank 385781

2,139,983

0.82

Chiyoda Business Partner Shareholding Association

2,102,600

0.81

The Tokyo Tanshi Co., Ltd.

2,100,000

0.81

Ueda Yagi Tanshi Co., Ltd,2,092,500

0.81

Meiji Yasuda Life Insurance Company

2,039,960

0.78

Has a controlling shareholder―――

Has a parent company

No

Notes update(1) "Principal Shareholders" data are based on common shares held as of Marchr 31, 2024.
(2) The investment ratio is calculated after deducting 448,769 treasury shares.
(3) In addition to the common shares listed on the Tokyo Stock Exchange Standard Market, Chiyoda has also issued 175,000,000 shares ofClass A preferred stock. The Class A preferred shares are unlisted shares with no voting rights, and are held entirely by Mitsubishi Corporation.

3. Corporate Data

Stock listings and markets

Tokyo (Standard)

Fiscal year-end

March

Business type

Construction

Number of employees (Consolidated)

1,000 or more

Operating transactions (Consolidated)¥100 billion to less than ¥1 trillion

Number of consolidated subsidiaries

10 to less than 50

4. Policy Concerning Protection of Minority Interests When Transacting with controlling Shareholder―

5. Other Special Circumstances That Could Materially Affect Corporate Governance update
Mitsubishi Corporation, our largest shareholder, holds more than one-third of our voting rights. We have entered into a capital allianceagreement with Mitsubishi Corporation, through which we aim to improve our corporate value, while utilizing Mitsubishi’s comprehensive
strength and management resources.
Chiyoda has entered into the following important management agreements, including the aforementioned capital alliance agreement with
Mitsubishi Corporation and a loan agreement with MUFG Bank, Ltd.
①Capital alliance agreement with Mitsubishi Corporation (March 31, 2008)②Loan agreement with Mitsubishi Corporation Financial & Management Services (Japan) Ltd. (June 28, 2019, renewal date March 28, 2024)③Mitsubishi Corporation joint and several guarantee agreement for loan from Mitsubishi Corporation Financial & Management Services (Japan)
Ltd. listed above (June 27, 2019, renewal date March 28, 2024)④Loan agreement with MUFG Bank, Ltd. (July 24, 2024)

II Management Organization and Other Corporate Governance Systems Concerning Management DecisionMaking, Execution and Supervision
1. Matters Concerning Organizational Form and Organizational Management
Organizational form

Company with Audit & Supervisory Committee【Directors】
Organizational form

Company with Audit & Supervisory Committee

Number of directors in Articles ofIncorporation

17 persons

Term of office for directors in Articles ofIncorporation

1 yearChairperson of Board of Directors

President

Number of directors update

12 persons

Appointment of Outside Directors

Yes

Number update

5 persons

Number of Outside Directors update
designated as Independent Directors

5 personsRelationships with Chiyoda Corporation (1)updateName

Association

Relationships With Chiyoda Corporation (*)
a

Ryo Matsukawa

Other

Yutaka Kunigo

Other

Shoko Kuroki

Other

Hisashi Ito

Other

Yumiko Matsuo

Lawyer

b

c

d

e

f

g

h

i

j

k

* Choices for relationships with Chiyoda Corporation* 〇 indicates the item that the person falls under as of “today or recently.” △ indicates the item that the person falls under as of “previously.”* ● indicates the item that the person’s close family member as of “today or recently.” ▲ indicates the item that the person’s close family
member as of “previously.”a
Executive Officer of Chiyoda Corporation or its subsidiaryb
Executive Officer or non-executive director of parent of Chiyoda Corporationc
Executive Officer of a fellow subsidiary of Chiyoda Corporationd
A person who has a significant business relationship with Chiyoda Corporation or who is Executive Officer of an entity which has suchsignificant business relationship with Chiyoda Corporatione
A person with whom Chiyoda Corporation has a significant business relationship or who is Executive Officer of an entity which Chiyoda
Corporation has such significant business relationshipfConsultant, accountant, legal expert who receives from Chiyoda Corporation a large sum of money and other properties in addition to
director’s remunerationg
Major shareholder of Chiyoda Corporation (the company’s Executive Officer if the said major shareholder is a company)hExecutive Officer (the said person only) of an entity with which Chiyoda Corporation has a business relationship (not falling under d, e, or f)i
Executive Officer (the said person only) of an entity with which Chiyoda Corporation mutually appoints outside directorjExecutive Officer (the said person only) of an entity to which Chiyoda Corporation makes a donationk
OthersRelationships with Chiyoda Corporation (2) update

Name

audit andsupervisorycommittee
memberRyo Matsukawa○〇

Yutaka Kunigo

Shoko Kuroki

Hisashi Ito

Independent
Directors

○

○

○

○

Supplementary
information concerning
applicable items

Independent Director

Independent Director

Independent Director

Independent Director

Reason for appointment as Outside Directors(Including reason for designation as
Independent Directors)
Mr. Matsukawa possesses a wealth of expertise andmanagement experience in the plant engineering industry.
He has held various positions at Toshiba Corporation,
including serving as General Manager of the Technology
Management Div. at the Power Systems Company and as
General Manager of the Fuchu Complex. He has also
served as Executive Quality Leader at Toshiba
Corporation Power Systems Company and as
Representative Director, President and Chief Executive
Officer of Toshiba Plant Systems & Services Corporation.
Chiyoda expects that as an Outside Director, he will draw
upon this expertise and experience to contribute to theoversight of management from an objective and expert
perspective.
Reason for designation as an independent director
Because there is nothing that is seen as a potential conflictof interest with the general shareholders, he is deemed to
be an outside director who has no potential conflict ofinterest with the general shareholders.
Mr. Kunigo has extensive knowledge and experience in theenergy industry and corporate management. As
Representative Director, Vice President, Executive Officerof Tokyo Gas Co., Ltd., he has been in charge of Chief
Executive of the Energy Solution Division and the PowerBusiness Control Department, and he has been also
Chairman of the Board of Tokyo Gas Engineering Solutions
Corporation. Chiyoda expects that as an Outside Director,
he will draw upon this expertise and experience tocontribute to the oversight of management from an
objective and expert perspective.
Reason for designation as an independent director
Because there is nothing that is seen as a potential conflictof interest with the general shareholders, he is deemed to
be an outside director who has no potential conflict ofinterest with the general shareholders.
Ms. Kuroki has held the positions of Assistant to the Chief
Administrative Officer CAO, Fuji Oil Holdings Inc. andDirector, Corporate Officer, General Manager of General
Affairs and Accounting Headquarters (CFO/CHRO) of
Jastec Co., Ltd. Chiyoda expects that she will utilize her
extensive knowledge and experience in ESG, accounting,and finance to contribute to the supervision of theCompany’s management from an objective and expert
perspective.
Reason for designation as an independent director
Because there is nothing that is seen as a potential conflictof interest with the general shareholders, she is deemed
to be an outside director and Audit and Supervisory
Committee member who has no potential conflict ofinterest with the general shareholders.
Mr. Ito has ample overseas experience, corporate
management experience, and considerable knowledge offinance and accounting. He has served as General
Manager. London branch, Managing Director, and thenRepresentative Director, Senior Managing Executive
Officer of Mitsubishi UFJ Trust and Banking Corporation,
and also President of The Master Trust Bank of Japan andas Chairman of Mitsubishi UFJ Trust Systems Co., Ltd.
Chiyoda expects that he will contribute to the audit andsupervision of Chiyoda’s management with a high level ofexpertise and from an objective and multifaceted
perspective.
Reason for designation as an independent director
Because there is nothing that is seen as a potential conflictof interest with the general shareholders, he is deemed to
be an outside director and Audit and Supervisory
Committee member who has no potential conflict ofinterest with the general shareholders.

Yumiko Matsuo○○

Independent Director

Ms. Matsuo has expert knowledge and experience as alawyer. Chiyoda expects that she will contribute tostrengthening our legal and compliance resources andgovernance management by auditing and supervising themanagement of Chiyoda with a high level of expertise froman objective perspective.
Reason for designation as an independent director
Because there is nothing that is seen as a potential conflictof interest with the general shareholders, she is deemed
to be an outside director who has no potential conflicts ofinterest with the general shareholders.

【Audit and Supervisory Committee】
Details of Members, and Attribute of Chairperson
No of
Total
Members
audit and supervisorycommittee

No ofFull-timeMembers

3 persons

Directors or employees assigned toassist the Audit and Supervisory
Committee in performing its duties

1 person

No of
In-house
Directors

No ofOutside Directors

1 personCommittee
Chairman(Chairperson)

2 personsIn-house Director

Yes

Matters concerning the independence of such directors and employees from the executive directors
To ensure the independence of the dedicated staff member assigned to assist the Audit and Supervisory Committee in performing its duties,
the personnel evaluations for that staff member are performed by the Audit and Supervisory Committee, any personnel changes must be
approved in advance by the Audit and Supervisory Committee, and that staff member may not concurrently serve in any role concerning theexecution of our business.

Coordination among the Audit Committee, independent auditor, and Internal Audit Department
To ensure the effectiveness of audits conducted by the Audit and Supervisory Committee, the audit committee members monitor the status of
the execution of operations within the company departments, and regular meetings are held between the Audit and Supervisory Committee,
the Internal Audit Department, and the independent auditor in an effort to ensure mutual cooperation. Additionally, three-way audit liaison
meetings among the Audit and Supervisory Committee, Internal Audit Department, and the independent auditor are held regularly. The Audit
and Supervisory Committee members and the independent auditor work closely together, and the annual audit plan briefing sessions, quarterly
review report sessions, and year-end audit briefing sessions are held as regular briefing sessions by the independent auditor for the Audit andSupervisory Committee.

【Any Committees Corresponding to the Nominating Committees or the Compensation Committee】
Establishment of Any Committees
Corresponding to the Nominating
Committees or the Compensation
Committee

NO【Independent Directors and Audit & Supervisory Board Members】 update
Number of Independent Directors andAudit & Supervisory Board Members

5 persons

Other matters concerning Independent Directors and Audit & Supervisory Board Members
All outside directors who meet the qualifications for an independent director are designated as independent directors.

【Incentive System】
Initiatives to offer incentives to directors

Introduced results-linked remuneration system, Other

Supplementary explanation regarding applicable item
At the Ordinary General Meeting of Shareholders held in June 2021, Chiyoda decided to introduce, for directors (excluding outside directors
and Audit and Supervisory Committee members), performance-based compensation with maximum annual compensation of 290 million yen,combined with base compensation, with the aim of increasing the incentive to lift the company's performance in accordance with management
policies; and a Performance-Based Stock Compensation Plan for directors, as compensation that is effectively linked to a medium to longer
term rise in share price, with the aim of increasing the incentive to lift the company's business performance over the medium to longer term.

Eligible persons for stock options

Supplementary explanation regarding applicable item―――

【Disclosure concerning Directors’ Remuneration】
Degree of disclosure

Non-disclosure

Supplementary explanation regarding applicable item update
In accordance with the relevant laws and regulations, since fiscal 2004 Chiyoda has presented the total amount of director compensation,categorized by officer classification and type of compensation, in our business reports and annual securities reports, and we post thisinformation at our website.

Has a policy for setting remuneration
amounts and calculation method

Yes

Details of Policy for Setting Remuneration Amounts and Calculation Method
Chiyoda’s executive compensation plan is designed to strengthen the link to performance, ensure that directors share the values of ourshareholders, and improve the desire and drive to boost the company's performance. The plan was approved at the 93rd Ordinary General
Meeting of Shareholders held on June 23, 2021.
a) Directors who are not Audit and Supervisory Committee Members
1. Base compensation (linked to job responsibilities and evaluation of individual performance): up to 290 million yen annually when combinedwith performance-based compensation.
2. Performance-based compensation: based on performance during the period, taking into consideration quantitative factors such as the levelof the current net profit and dividends attributable to the parent’s shareholders
3. Performance-based stock compensation (linked to medium to longer term business performance): trust-type stock compensation plan witha maximum annual monetary contribution of 70 million yen.
*Outside directors receive only base compensation.
b) Directors who are Audit and Supervisory Committee members
Up to 60 million yen annually as base compensation linked to job responsibilities.

【System for Supporting Outside Directors and/or Outside Audit & Supervisory Committee Members】
One dedicated staff member is assigned to assist the Audit and Supervisory Committee in performing its duties, to support the auditing activities.
The dedicated employee performs various duties to support the Audit and Supervisory Committee, including communicating various types of
information to the outside directors who are and Audit and Supervisory Committee members.

【Status of persons retired from Representative Director and President, etc.】
Names of former chief executives and others who serve as special advisors and other roles―――

Other Information―――

update2. Matters Concerning Business Execution, Audit and Supervision, Nomination Remuneration and Other Functions
At the fiscal 2015 Ordinary General Meeting of Shareholders held on June 23, 2016, Chiyoda transitioned from a company with a Board ofAuditors to a company with an Audit and Supervisory Committee, with the audit and supervisory committee. As a result, directors who are Audit
and Supervisory Committee members (hereinafter referred to as "Audit and Supervisory Committee members") have voting rights at the Boardof Directors, and under this regime they participate in the selection of the company's representative directors and overall decision-making
concerning the execution of business.
Under this "company with an Audit and Supervisory Committee" regime, by appointing five outside directors, Chiyoda endeavors to ensure thatthe management oversight function is performed from an objective and neutral position.

[Board of Directors]
The Board of Directors (which meets monthly) consists of 12 directors, including the Audit and Supervisory Committee Members (chaired by
Masakazu Sakakida, Director, Chairman of the Board; and Koji Ota, Hiroyuki Shimizu, Atsushi Deguchi, Naoki Kobayashi, Takuya Kuga, Ryo
Matsukawa, Yutaka Kunigo, Shoko Kuroki, Shuhei Watanabe, Hisashi Ito, and Yumiko Matsuo). The Board of Directors makes decisions onimportant management matters and oversees the execution of business operations, and the objective and neutral standpoint of the outside
directors ensures that it engages in appropriate decision making and management oversight in a reasonable manner. Matters discussed at theBoard of Directors include management plans, important organizational and personnel matters, and large investments and loans.
[Executive Committee]
In order to make business decisions quickly, Chiyoda has established an Executive Committee, comprising representative directors & executive
officers, senior vice presidents and above at corporate headquarters, as well as division heads, operations director, department heads andrequiring a quorum of a majority of the members, as an advisory body to the president, who oversees the execution of business of the company
based on decisions made by the Board of Directors, with the scope of each item defined in the Rules of the Board of Directors and Rules of the
Executive Committee to clarify the scope of delegation.
[Audit and Supervisory Committee]
Chiyoda has an Audit and Supervisory Committee comprising three Audit and Supervisory Committee members (one full-time), and the Audit
and Supervisory Committee performs audits concerning the directors' overall execution of their duties. Two of the Audit and Supervisory
Committee members (Hisashi Ito and Yumiko Matsuo) are independent directors, and two (Audit and Supervisory Committee Chairman Shuhei
Watanabe, Hiroshi Ito) are Audit and Supervisory Committee members with considerable knowledge of financial accounting. A dedicated staff
member is assigned to assist the Audit and Supervisory Committee members to support the audits performed by the Audit and Supervisory
Committee.

3. Reason for Selecting Present corporate Governance System update
Under this "company with an Audit and Supervisory Committee" framework, by appointing five outside directors, Chiyoda has put in place asystem to ensure that the management oversight function is performed from an objective and neutral position, and this is why we have adopted
the current corporate governance system.

III Implementation of Initiatives Concerning Shareholders and Other Stakeholders

update1. Measures to Ensure an Active Ordinary General Meeting of Shareholders and Smooth Exercise of Voting Rights
Item

Remarks

Early notification of the Ordinary General
Meeting of shareholders

The convening notice for 96th Ordinary General Meeting of Shareholders wasdispatched on June 13.
Note that it was posted on the website on June 6. (recent result)

Scheduling of the Ordinary General
Meeting of shareholders to avoid dates ofmost other shareholder meetings

The 96th Ordinary General Meeting of Shareholders was held on June 28 (recent
result)Allows voting right to be exercised via theInternet

This has been implemented since June 2007

Participation in an electronic voting
platform, and other initiatives to enhancethe voting environment for institutional
investors

Chiyoda uses the electronic proxy voting platform for institutional investors that is
operated by ICJ, Inc.

Provision of notice(summary) in English

This has been published on the Website of the Company

ofconvocation

2. Investor Relations (IR) Activities update
Item

Remarks

Creation and announcement of adisclosure policy

Presentation byRepresentatives

Chapter 3.1 of the "Chiyoda Corporation Corporate Governance Policy",adopted pursuant to a resolution by the Board of Directors as a statement of
our fundamental approach to and our basic policy on corporate governance,
provides for the enhancement of information disclosure. Chiyoda has alsoestablished an IR Policy, and this is posted at our website.
Corporate Governance Policy:
https://www.chiyodacorp.com/about/20240101_CGP_1.pdf(Japanese
Only)IR Policy:
https://www.chiyodacorp.com/en/ir/managementstrategy/policy/

Holds regular meeting for analysts
and institutional investors

We hold financial results presentation every quarter for analysts andinstitutional investors, in which our senior management provide explanationon the outline of our financial summary, business overview and management
policies, among others. In addition, we endeavor to provide timely andadequate information by having interviews with analysts and institutional
investors and actively participating in conference meetings, etc.

Available

Holds regular investor meetings foroverseas institutional investors

Chiyoda provides information to for foreign investors as appropriate.
Additionally,
1) Chiyoda participates in conferences held in Japan by securities firms; and
2) Chiyoda endeavors to disclosure information fairly, with no disparity fromdomestic investors, by providing information via quarterly individual
meetings and telephone conferences.

Available

Posts IR materials
Corporation’ website

Chiyoda provides financial results summaries, financial results briefing
materials, and other information on the Investors page of the Company’s
website (https://www.chiyodacorp.com/en/ir/).
From the standpoint of providing fair disclosure to individual Japanese
investors and overseas investors, we publish Japanese and English versionsof financial results briefing materials.

onChiyodaEstablished an IR office (officers)

The IR, PR, and Sustainability Advancement Section has been establishedwithin the Corporate Services Department as the department responsible for
IR.

Other

We have been publishing the Chiyoda Report (integrated report) since fiscal
2020. This report condenses information about the state of our management
policies and business activities aimed at achieving sustainable growth, as wellas our sustainability initiatives etc.

3. Measures Concerning Respect of the Standpoint of Stakeholders update
Item

Remarks

Prescribed respect for the standpoint of
stakeholders in internal regulations, etc.

Chapter 2 of the above-mentioned Policy of the Company prescribes the Company's
appropriate cooperation with stakeholders other than shareholders.

Environmental protection and CSR
activities

1) With the aim of pursuing "harmony between energy and the environment," which isalso Chiyoda Group's corporate philosophy, we are working to not only contribute to thedevelopment of a sustainable society, but also to earn the trust and loyalty of all of our
stakeholders, including shareholders, customers, and employees. To this end, we havedrafted our CSR Basic Policy, which are the values that should be shared across theentire Group to become activities carried out by group employees. These activities arepresented in the Chiyoda Report and are also published on our website as CSR
initiatives.
2) Chiyoda has signed the United Nations Global Compact (UNGC), the global
framework for acting as a good member of society to achieve sustainable growth. We
are developing initiatives to incorporate the UNGC's 10 principles in four areas—humanrights, labor, environment, and anti-corruption—into our business activities. Additionally,in response to climate change measures, Chiyoda is also working on the green value
chain for environmental conservation activities and the realization of a decarbonizedsociety, starting with technological development to help realize a society that balances
the environment and economic growth. We also aim to improve corporate value by
solving social issues through our efforts on global issues related to sustainability,
including SDGs and the TCFD.
CSR Basic Policy: https://www.chiyodacorp.com/en/csr/csr/csrpolicy/policy.html

Formulated policy on the provision of
information to stakeholders

Chapter 3 .1 of the Policy of the Company discusses how we are enhancing theinformation that we disclose, and this includes stakeholders.

IV Internal control System
1. Basic Stance Regarding Internal Control System and Status of Establishment update[Basic approach to internal control systems]
In accordance with laws and regulations, Chiyoda puts in place and uses internal control systems to ensure that business is properly conducted.
An Internal Controls Committee, chaired by the CFO, has been established to strengthen our internal controls. This committee coordinates andcollects opinions within the company and proposes improvements to internal controls to the President at the end of each period or as necessary.
The President then reviews and approves such proposals through the Executive Committee, and Board of Directors makes any decisions
regarding the internal control systems.
[Status of internal control systems]
1. Regulatory compliance framework(1) Chiyoda places the highest priority on conducting business in compliance with Japanese and foreign laws and regulations and in accordancewith our corporate ethics. We carry out our business activities in accordance with our Corporate Philosophy and the Chiyoda Group Code of
Conduct.
Additionally, with the objective of supporting sustainable growth and the medium to longer term enhancement of corporate value, we haveestablished a Corporate Governance Policy that sets out our fundamental approach to corporate governance and our basic policy, and we
endeavor put this into practice as the foundation of our business activities. The directors take the initiative in setting an example, and the Boardof Directors oversees the execution of duties by the directors to ensure regulatory compliance.
(2) To strengthen the regulatory compliance framework, Chiyoda creates the position of Chief Compliance Officer (CCO) and the Compliance
Committee. Furthermore, in addition to raising the awareness of our officers and employees by establishing related rules and manuals,
conducting various training programs, and providing relevant information, Chiyoda also improves the effectiveness of our compliance efforts by
establishing an internal whistleblower program and an advice desk. Those who have made reports or sought advice may not be subjected toretaliatory treatment as a result of the information reported.
(3) In its decision-making process, the Board of Directors reviews legal issues and business decision-making processes with legal advisors asnecessary to improve objectivity and transparency.
(4) The Internal Audit Department performs audits of regulatory compliance within company departments and reports to the Board of Directors.
(5) Chiyoda resolutely confronts anti-social forces and does not furnish benefits to them. If we receive an improper demand from an anti-social
force, we will address it as an organization by coordinating with outside professionals such as law enforcement and our legal counsel.
2. Information retention and management framework(1) Chiyoda ensures that the information handled by directors in the execution of their duties is properly retained and managed by defining basic
matters such as the documents covered, the responsible manager, and the retention period through internal rules governing the management of
documents and confidential information.
(2) Chiyoda properly retains and manages the minutes of important meetings such as Board of Directors and the Executive Committee meetings,
which are prepared in accordance with laws and regulations as well as internal rules.
3. Loss management framework(1) The head of the department that is responsible for companywide risk management collaborates with the chief officer in charge and thedepartment heads to build loss management systems for various types of risks, in accordance with internal rules and various manuals.
(2) Winning orders for projects and then executing them is at the very core of our business. As part of our strategy of accepting orders only after
taking into consideration the financial size of our company and the number of employees, we have established a permanent department that is
responsible for managing project risk from start to finish. This department deliberates risk at every stage, starting before we even take up a
project, and reviews every stage, including estimate guidelines and proposals. On the project execution side, the department provides
management and project support both in terms of execution support and internal checks. It does this by establishing multi-track reporting lines,
strengthening autonomous risk management within operating divisions, strengthening inter-department cooperation, and introducing
mechanisms that make it possible to visually represent P&L and risk with a high degree of frequency.
(3) A permanent department has also been established to oversee crisis management across the company, and it oversees the activities of therisk managers assigned to each department in an integrated fashion. While being constantly engaged in prevention and control activities suchas disseminating relevant information and giving warnings, this risk oversight department also responds in emergencies by serving as a central
coordinating office when a crisis arises.
4. Efficiency framework(1) The Board of Directors makes decisions regarding company-wide management policies and important business actions, and it formulates
specific business plans in order to achieve management goals. Additionally, to ensure that business decisions can be made swiftly, to the extent
that it does not conflict with laws and regulations, some authority is transferred to the President to ensure that these duties are carried out
efficiently. Seeking to improve efficiency through matrix management, we have also established committees as organizations that cut acrossbusiness departments. Specifically, to strengthen governance we have established the Internal Controls Committee, Compliance Committee,
SQEI Management Committee, and Sustainability Committee. The Board of Directors appoints the chair of each committee. To strengthenbusiness strategy and companywide resource allocation, we have established the Integrated Strategy Committee, Carbon-free Business
Promotion Committee, Project Competitiveness Committee, and Human Resources Development Committee. The company president appoints
the chair of each committee.
(2) To help ensure that management goals are achieved in an efficient manner, we have adopted a nimble organizational structure and clarified
and delegated authority based on our internal rules governing authority and the assignment of duties.
(3) To improve work efficiency across the company, internal rules are systematically developed and then enforced and administered in an
appropriate way. We proactively use information systems to share information about these rules and analyze them.

5. Company group internal control framework(1) Through our Corporate Philosophy and the Chiyoda Group Code of Conduct, Chiyoda Group makes clear the values that are to be shared by
all officers and employees of group companies, and Chiyoda and our group companies maintain close cooperation while carrying out ourbusiness.
(2) Along with establishing internal rules to ensure that business is carried out in an appropriate and efficient manner as the Chiyoda Group, thegroup companies are managed and supervised by designating a supervising department for each group company. Furthermore, a permanent
department will be established to draft plans and proposals, exercise control, and provide instructions in relation to the group companies.
(3) Group companies will establish an internal control framework that is consistent with Chiyoda’s, including systems for reporting information to
Chiyoda in a timely and appropriate manner and internal whistleblower programs, based on thinking that is consistent with Chiyoda's.
Specifically, to address regulatory compliance, we will establish the Group Company Compliance Liaison Committee, comprising members fromthe group companies, to facilitate information sharing within Chiyoda Group.
Risk management and crisis management systems that follow the Chiyoda framework are being developed for the group companies. Chiyoda's
Internal Audit Department conducts internal audits of the group companies.
(4) Chiyoda will establish a framework under which a member of the Company’s Audit and Supervisory Committee may concurrently serve as anauditor of a major Group company and conduct appropriate investigations as necessary.
6. Framework to ensure the effectiveness of audits by the Audit and Supervisory Committee(1) A dedicated staff member will be assigned to assist the Audit and Supervisory Committee in performing its duties, in order to support theirauditing activities.
(2) To ensure the independence of that staff member and to ensure the effectiveness of the instructions to that staff member, the personnel
evaluations for that staff member are performed by the Audit and Supervisory Committee, any personnel changes must be approved in advanceby the Audit and Supervisory Committee, and that staff member may not concurrently serve in any role concerning the execution of ourbusiness.
7. Audit and Supervisory Committee reporting framework(1) At the request of the Audit and Supervisory Committee, officers and employees report on their activities relating to internal controls on aregular basis or whenever important matters arise. Chiyoda will not subject those officers and employees who have made reports to the Audit
and Supervisory Committee to retaliatory treatment as a result of a report.
(2) In order to ensure the effectiveness of audits conducted by the Audit and Supervisory Committee, the Representative Director and thePresident meet regularly with the Audit and Supervisory Committee to exchange views on reports made by officers and employees to the Audit
and Supervisory Committee. Additionally, when the Audit and Supervisory Committee asks that a member or members of the Audit andSupervisory Committee be seated at an Executive Committee meeting or other important meeting, the representative directors address such
requests.
(3) To ensure the effectiveness of reporting by group companies, the Audit and Supervisory Committee meets regularly with the auditors frommajor group companies to exchange views and share information about the group’s internal control framework.
(4) When the Audit and Supervisory Committee requests that an independent outside expert be appointed for an audit by the Audit andSupervisory Committee members, Chiyoda will bear the expense unless it is shown to be clearly unnecessary with respect to the duties of the
Audit and Supervisory Committee members.
8. Framework to ensure reasonableness of financial reports(1) Chiyoda and our major group companies have developed and use an internal control framework, such as documenting business rules, toensure the reasonableness of our financial reports as required under the Financial Instruments and Exchange Act. If a new risk is recognized or
if some sort of defect or deficiency in this system is discovered, we work to promptly improve the framework.
(2) To ensure the effectiveness of the internal control functions for financial reports spanning the entire organization, Chiyoda has established ahighly independent Internal Audit Department in order to gauge and verify the actual state of control activities within each department using
audits of daily operations and other means.
[Overview of Internal Control System usage]
Chiyoda uses internal control systems that are based on the basic approach to internal control systems that has been approved by the Board of
Directors. The Internal Controls Committee, which was established based on these systems, is made up of a small number of directors who areclosely involved in internal control systems and is chaired by the head of the Strategy & Risk Integration Division. The committee accelerates
further improvements to internal control systems by grasping the circumstances in which Chiyoda operates as well as social changes in a timely
manner, expediting decision-making, and swiftly issuing instructions to the relevant departments. It also makes recommendations to the
President aimed at strengthening governance.
The Internal Controls Committee met twice during FY2023 to check the status of each department and share information. The Internal Controls
Committee plans to meet twice in FY2024.
Major initiatives in FY2023:① Regulatory compliance initiatives- The Chief Compliance Officer (CCO) regularly reports to the Board of Directors on the specific circumstances of important compliance-relatedcases, such as cases involving reputational risk to the Chiyoda Group and cases that could affect Chiyoda's business. The substance of thesereports and any instructions or requests from the Board of Directors are shared with the compliance officers from various units and groupcompanies at the Compliance Committee, leading to the implementation of effective measures to prevent such incidents from occurring.
- The CCO regularly sends messages to raise compliance awareness among all employees.
- We provide e-Learning programs about regulatory compliance and held seminars about harassment, corruption, and human rights.
- The Internal Audit Department checks the compliance with relevant laws and regulations when conducting individual audits of Group
companies, projects, and the like.

② Information retention and management framework
Chiyoda and two overseas Group companies have obtained ISMS certification. Chiyoda X-ONE Engineering Corporation (CXO), which wasformed by merger in April 2023, plans to obtain the certification. The Company is also working to prevent information security risks andminimize their impacts, including dealing with cyberattacks, by strengthening the internal systems, including preparing and improving amanual for the initial response to a cyberattack and building an environment that enables faster recovery from a ransomware infection.
③ Loss management initiatives- With respect to risk management, when we are seeking to win the order for a project, the responsible department conducts a cold eye review
and relevant corporate units submit their opinions to the Executive Committee as we strictly assess risk and determine whether to accept theorder.
- On the project execution side, we continued to establish multi-track reporting lines, strengthen autonomous risk management within operating
divisions, and strengthen inter-department cooperation. We built a company-wide support system for important projects, making it possible tovisually represent P&L and risk, and expanding the scope to encompass medium sized projects and projects with deteriorating profitability(including subsidiary projects).
- Management was tightened for projects above a certain size so that the credit and financial status of the JV partner was evaluated, and the
project deemed high risk would have to be discussed and decided by the Board of Directors.
- In conjunction with the transformation of our business portfolio, we are working to strengthen risk management systems for projects in new
fields.
- We implemented safety measures across the company and all construction sites for crisis events that could affect our performance both insideand outside of Japan (including geopolitical risks and infectious diseases risks), and we have also measures to minimize the impact of higher
costs due to inflation and other factors.
④ Efficiency initiatives- To improve the information flow to directors and support a smooth decision-making process, the directors are provided with a report on thestate of the business each quarter, rotating reports on the state of the divisions, and quick-response reports when there is substantial
movement on a major project.
- The committees met and discussed regularly and reported the results of their discussions to the Executive Committee and the Board of
Directors.
- As a summary of the Revitalization Plan, issues arising from the establishment and implementation of the Human Resource Development
Policy were reported to the Board of Directors and used as the basis for the policies in the next Midterm Management Plan.
- As part of work process innovation, the CDO Office played a central role in continuously promoting system improvement, acceleration of RPA,
work-style reform and health management, and cost reductions. The Company also obtained certification as a DX-Certified Operator under
the DX Recognition Program promoted by the Information-technology Promotion Agency (IPA) of the Ministry of Economy, Trade andIndustry.
⑤ Company group internal control initiatives- Through our Corporate Philosophy and the Chiyoda Group Code of Conduct, as well as the Revitalization Philosophy that we published insupport of our Revitalization Plan, Chiyoda Group makes clear the values that are to be shared by all officers and employees of groupcompanies, and Chiyoda and our group companies maintain close cooperation while carrying out our business.
- As part of Chiyoda Group’s regulatory compliance efforts, compliance-related departments worked to raise regulatory compliance awarenessin order to instill the CCO’s guidance at major group companies. In addition, highly effective and specific countermeasures, based on casestudies, were brought to group companies through vehicles such as the Group Companies Compliance Liaison Committee.
- We conducted seminars and e-learning programs in Japanese and English at Group companies in Japan and overseas to raise complianceawareness and improve knowledge.
- We are strengthening the internal control system by monitoring and following up with our Group companies outside Japan through periodic
checklist reviews.
- In anticipation of the imposition of overtime limits in April 2024, we are working to strengthen our systems for properly managing working
hours, holidays, and vacations at our construction sites in Japan.
⑥ Initiatives concerning audit reports and ensuring the effectiveness of audits by the Audit and Supervisory Committee- We received reports and exchanged opinions on the status of business operations and confirmed their adequacy through regular meetings
between the Representative Director and the Audit and Supervisory Committee members, interview with the Audit and Supervisory
Committee members with each head of organization, visits to major projects and major Group companies, etc.
- Audit and Supervisory Committee members attend meetings of the Executive Committee, Compliance Committee, and other important
meetings. In order to liaise with internal control departments, they also attend meetings of the Internal Controls Committee and offer
opinions.
- The Audit and Supervisory Committee members met regularly with the auditors from major group companies, and exchanged views andshared information about the internal control framework for the company group.
⑦ Framework to ensure reasonableness of financial reports- The Company has assigned an accounting officer who, along with carrying out accounting functions in accordance with generally accepted
accounting standards, prepares and discloses financial statements in compliance with laws, regulations and accounting standards.

update2. Basic Policies to Protect against Entities and Individuals engaged in Unlawful Activities and Status of Established
Our basic approach to eliminating antisocial forces is as set forth in the Compliance with Laws and Regulations in the establishment and operationof the internal control system mentioned above. The code of conduct is set forth in Section 5 of the Chiyoda Group Code of Conduct below.
- A system has been established to obtain necessary information by contacting the Kanagawa Prefectural Center for the Elimination ofAntisocial Forces and other external specialized organizations on a regular basis or as needed.
- The Legal Department has been designated as the department to oversee the response to this issue. A person responsible for preventing
unreasonable demands has been appointed.
- Regular in-house training, seminars and e-learning programs are conducted.

Chiyoda Group Code of Conduct
The Chiyoda Group Code of Conduct is presented below.
Chiyoda Group recognizes that earning the trust and understanding of clients and society forms the basis of our business activities. To ensurethat our business activities conform to social standards, we fully comply with all applicable domestic and international laws and regulations aswell as our own rules, and conduct business activities in accordance with the following principles:
1. Commit to excel in achieving the highest standard of quality to best serve our clients and society with reliable services using cutting-edge
technologies.
2. Conduct business with transparency, and fair competition, in order to earn the trust and confidence of society, clients, and third parties
concerning our corporate activities.
3. Ensure timely and fair disclosure of information which stakeholders have the right to know, and promote constructive dialogues with the wider
community.
4. With the understanding that helping to solve environmental issues is an essential part of Chiyoda Group’s business activities, contribute to thesociety by cooperating with government agencies in solving environmental issues.
5. Stand strong against organized crime and never let criminal (or potentially criminal) individuals or groups benefit by their use of extortion or
deceit.
6. Protect personal data and client proprietary information, and handle intellectual property with utmost care to avoid infringing on intellectual
property rights.
7. Clearly distinguish private life from work, and refrain from any conflicting actions which undermine Chiyoda Group’s interests.
8. Respect human rights, diversity of cultures, and individual differences as well as endeavor to ensure every employee’s health and safety byproviding a suitable working environment.
9. Chiyoda Group’s leadership hereby commit themselves to live the spirit and intent of the Code and implement by exercising leadership andsetting an example as role models. Leadership shall also be prepared to listen to stakeholders inside and outside of Chiyoda Group, and ifanything contrary to the Code is detected, commit themselves to corrective action and to remediate any internal control discrepancies.

V Other
1. Matters concerning anti-takeover measures
Matters concerning anti-takeovermeasurers

No

Supplementary explanation regarding applicable item―――

2. Other matter concerning the corporate governance framework
Overview of the timely disclosure system
With respect to the disclosure of information, the Chiyoda Group's Code of Conduct states that we will ensure timely and fair disclosure of
information as a means of communication with wider society.
Under this policy, we will disclose information in accordance with laws and regulations, Tokyo Stock Exchange (TSE) rules, and our own
management standards.
(1) Internal rules for timely disclosure and responsible department(s)Chiyoda has established internal rules for the appropriate disclosure and control of information (to prevent insider trading). We have also
clarified disclosure procedures and we are working to ensure they are followed rigorously within the company. At Chiyoda, the control of
information is under the jurisdiction of the CFO, and the General Affairs Department is responsible for the disclosure and publication of material
matters.
(2) Information gathering process
When a Chiyoda Group officer or employee learns information that may constitute undisclosed material facts, they must promptly report it to
the CFO, who is the officer responsible for the control of information, through their reporting line.
(3) Information disclosure decisions
Upon receiving a report as described above, the CFO, who is the officer responsible for the control of information, determines the necessity,
timing, and means of disclosure after consulting with the department responsible for disclosure and the relevant departments, as appropriate.

However, within material facts, the Executive Committee also discusses the disclosure of information concerning decision items, and any
decision by the Executive Committee takes precedence over a decision made by the officer responsible for the control of information
concerning matters deliberated by the Executive Committee.
(4) Disclosure process
Organizational decisions, such as earnings information and corporate decisions, are disclosed to the Tokyo Stock Exchange after suchdecisions, and other material facts are disclosed to the Tokyo Stock Exchange after disclosure is approved by the CFO, in each case in atimely manner as soon as possible. We endeavor to proactively explain especially material matters using means such as press conferences.

(Translation)

Reference: Skills and experience of directors and audit and supervisory committee members(at the conclusion of the following meeting of the 96th Ordinary General Meeting of Shareholders andBoard of Directors Meeting)
Skills and experience
Name

PositionManagement

Finance andAccounting

Legal,
Complianceand riskmanagement

Overseas
experience

Project
experience,
Sustainability
Technical
experience

Director,
Chairman of
Masakazu Sakakida the Board and
CWO

✓

✓

✓

✓

Koji Ota

Representative
Director,
CEO and CSO

✓

✓

✓

✓

Hiroyuki Shimizu

Director, Senior
Executive Vice
President✓✓

Atsushi Deguchi

Naoki Kobayashi

Representative
Director,
Executive Vice
President,
CFO and CCO
Representative
Director andExecutive Vice
President✓

Takuya Kuga

Director✓

Ryo Matsukawa

OutsideDirector✓

Yutaka Kunigo

OutsideDirector✓

Shoko Kuroki

OutsideDirector

Shuhei Watanabe

Hisashi Ito

Yumiko Matsuo

Director, Audit& Supervisory
Committee
Member (fulltime)
OutsideDirector, Audit& Supervisory
Committee
MemberOutsideDirector, Audit& Supervisory
Committee
Member

✓

✓

✓

✓

✓

✓

✓
✓

✓

✓

✓
✓
✓

✓

✓

✓
✓

✓

✓

✓

✓

✓

✓

Correlation Chart of Corporate Governance & Internal Control

April 1, 2024

General Meeting of Shareholders
Election & Dismissal

Proposal & Reporting

Election & Dismissal
Audit etc. & Reporting

Election & Dismissal

Reporting & Opinion
Statements etc.

Coordination

Audit & Supervisory Committee

Board of Directors

Cooperation& Reporting

Independent Auditor

ReportingElection

ReportingElection

Reporting

Proposal& Reporting

Coordination

Chief Compliance Officer（CCO）
Compliance Committee

President

ReportingInstruction

Instruction

Consultation & Reporting

Executive
Committee
Instruction

Proposal& Reporting

Internal Controls Committee
SQEI Management Committee
Sustainability Committee

Instruction Reporting

Business Execution Department
Management& SupervisingGroup Companies

Audit

Internal Audit
Department
Internal Audit

Financial Audit