Note : This document has been translated from the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original
shall prevail.

Corporate Governance Report
Last Update: June, 26, 2024
Meiko Electronics Co., Ltd.
Yuichiro Naya, President & CEO
Contact: Office of the President & CEO, 0467-33-8008
Securities Code: 6787
https://www.meiko-elec.com/

The corporate governance of Meiko Electronics Co., Ltd. is described below.

I.

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

1. Basic Views
Meiko Electronics Co., Ltd. (“our Company”) is a global corporation that provides superlative value andservices; in order to fulfill the expectations of all our stakeholders, our basic management policy centerson realizing sustainable growth and improving corporate value in the medium and long term.
Our Company is working to establish effective corporate governance systems. In order to ensure thetransparency, integrity, and efficiency of our management, we have identified the strengthening of ourcorporate governance systems as a priority issue. As a Company with an Audit and Supervisory Board,
we also intend to improve how the Board of Directors and our Auditors supervise our business execution.
At the same time, the Board of Directors seeks to further delegate authority to Directors and Executive
Officers, with the goal of carrying out efficient business execution based on quick business decisions.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code][Principle 1-4]
<With regard to the appropriateness of cross-shareholdings>(1) Basic approach
The electronics industry is subject both to rapid changes in market environments and to frequent
technological innovations. If we wish to continually improve our corporate value, we believe it is vitalto maintain collaborative relationships with different companies in various business areas, including
development, procurement, production, and sales.
In order to ensure we can carry out such business activities efficiently, our Company makes
comprehensive evaluations of potential cross-shareholdings; evaluation criteria include capital costs,
dividend and transaction amounts, business relationships, and importance to management strategy.
The results of these evaluations are reported to the Board of Directors, and the Board of Directors thenmakes a final decision.
(2) With regard to exercising voting rights for cross-shareholdings
Our Company believes that exercising voting rights is an important means of dialogue with the companies
we have invested in, and we therefore exercise our voting rights for all our cross-shareholdings. When
exercising voting rights, we fully consider the management policies and strategies of the companies weare investing in, we assess whether our votes will contribute to the continued growth and improved
corporate value in the medium and long term both of our Company and of the companies we are investingin, and we evaluate each voting proposal individually. In particular, with regard to the items outlined
below that have a significant impact on shareholder interests, we make extremely careful considerations
when assessing whether to vote for or against a proposal.
① Transfer of important assets② Allotment of new shares to a third party③ Transfer of shares due to mergers and acquisitions[Principle 2-6]
Our Company does not belong to a corporate pension fund; instead, we operate an individual-typedefined contribution pension plan.
[Supplementary Principle 3-1③]
Our Company recognizes that how we respond to sustainability issues is an important element ofmanagement strategy; accordingly, we formulated a Sustainability Policy at the Board of Directors
meeting that took place on October 25, 2021. Following this policy, we have conducted a review of ourexisting CSR promotion systems, and established a Sustainability Promotion Committee, in order tostrengthen our initiatives to combat various social issues, including climate change, and investments inhuman capital and intellectual property. The Sustainability Promotion Committee will report directly
to the President & CEO, and will be chaired by the Director & Executive Officer in charge. It will be
responsible for deciding on sustainability policies, managing the progress of sustainability goals, anddiscussing sustainability measures; it will also coordinate with other departments to put these measures
into practice. The committee will submit reports evaluating concrete achievements to the Board of
Directors as appropriate, with the goal of heightening the effectiveness of the Board of Directors
supervision.
The Sustainability Promotion Committee is tasked with promoting sustainability initiatives; it also
gathers and analyzes all necessary data regarding the risks and opportunities that climate change poses
to the business activities and profits of our Company, and makes preparations to disclose them according
to the Task Force on Climate-related Financial Disclosures international regulatory framework, or
equivalent frameworks.
Furthermore, our Company expressed its support for the TCFD's
recommendations in May 2023.
TCFD related disclosures are on the Company website.
https://www.meiko-elec.com/english/csr/tcfd.html
Investment in human capital is disclosed in Supplemental Principle 2-4 (i) [Disclosure Based on the
Principles of the Corporate Governance Code] of this report.
Regarding investment in intellectual property, our Company discloses Medium-term Technology
Strategy in its Medium-term Business Plan, which states that our Company will continuously increase
sales and profits through R&D investment.
Medium-term Business Plan related disclosures are on the Company website.
Original plan: https://www.meiko-elec.com/english/pdf/ir/presentation/FY2021-H2.pdf?ver2
Revised plan: https://www.meiko-elec.com/english/pdf/ir/presentation/FY2022-H2.pdf?ver1
https://www.meiko-elec.com/english/pdf/ir/presentation/FY2023-H2.pdf[Supplementary Principle 4-1③]
At present, we have no clearly defined succession plan for our President & CEO.
The President & CEO will select candidates for successor according to comprehensive evaluations thatcover personality, insights, experience, and capabilities, etc. The successor will be chosen following
careful discussions at Board of Directors meetings, attended both by Outside Directors and Outside
Auditors.

[Supplementary Principle 4-10①]
Our Company is a company with an Audit & Supervisory Board. Independent Outside Directors do notconstitute a majority of the Board of Directors. Nevertheless, our Company has not established any
voluntary Nominating Committee or Compensation Committee under the Board of Directors. At our
Company, four Independent Outside Directors and two Independent Outside Auditors receive reports
as appropriate regarding the nomination of and compensation for Executive Management and Directors,
and they provide supervision from an independent and objective perspective. As described in Principle
3-1 below regarding specific procedures, nominations and compensation of Executive Management andDirectors are discussed and decided by the Board of Directors, including outside officers. In doing so,
appropriate advice is obtained from outside officers, including from the perspective of gender and otherdiversity and skills, and the current governance structure is functioning effectively.

[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1-4]
Please refer [Reasons for Non-compliance with the Principles of the Corporate Governance Code] above.
[Principle 1-7]
In compliance with the Companies Act, our Company stipulates that transactions deemed either “conflictof interest transactions” or “competitive transactions” are items to be resolved according to our Board of
Directors Regulations, and can only be carried out with the comprehensive and advance approval of theBoard of Directors; the results of these transactions are reported to the Board of Directors every quarter.
The content of, and the validity of terms of, other related-party transactions are also reported to theBoard of Directors.
[Supplementary Principle 2-4①]
The Meiko Group (“our Group”) believes that people represent the greatest asset of a company. To
this end, we promote the creation of rewarding work environments that are safe, secure, and clean for all
employees, that respect diversity, and that enable our employees to grow. We do not discriminate basedon race, creed, religion, nationality, or disability, and endeavor to create environments in which diverse
human resources can demonstrate their full potential.
Non-Japanese employees make up 4.2% of our Company’s workforce, and 89.5% of our Group’s
workforce. In fiscal 2003, our Group began accepting Chinese and Vietnamese plant employees to its
non-Japanese employee and technical intern training programs, with the goal of nurturing humanresources at overseas plants. These training programs have now been completed by more than 300
people; after returning to their home countries, they operate as Presidents or in other executive positions
at local subsidiaries. In addition, since fiscal 2013 we have promoted revitalization of human resources
through intra-company transfer systems, which enable marketing and technical employees from overseas
subsidiaries to work in Japan. They are also involved in the start-up of new factories in Japan.
Furthermore, in order to develop human resources who can be active on a global scale over the long term,
we employ international students who have graduated from universities in Japan as part of our new
graduate recruitment process. We will focus more than ever on English-language education, providing
selective education and actively dispatching students to overseas subsidiaries.
We actively recruit mid-career employees from both inside and outside our industry who possess the
skillsets to immediately benefit our business activities; they will help us expand the scale of our businessin Japan, develop new products and technologies, and globalize.
Overseas, our mid-career recruitment is particularly focused on securing executive trainees, so that we
can expand our business in China, Vietnam, and elsewhere, and so that we can establish efficientmanagement systems. As a result, the mid-career recruitment ratio stands at 69.1% at our Company,
and 95.0% at our Group; in managerial positions, the mid-career recruitment ratio is 74.6% at our
Company, and 85.0% at our Group.
With regard to female members of our workforce, just 26.3% of Company employees are female, whilst

46.0% and 15.5% of Group employees are female and female managers respectively. Going forward,
we intend to define numerical targets for the proportion of female employees in our workforce, andpromote their advancement.
In order to develop and promote a diverse workforce, we plan to conduct interviews with female
employees who are candidates for management positions regarding their future career plans. In
addition, we will focus on training candidates for managerial positions and conduct fair examinations for
those candidates who have been trained, in an effort to ensure diversity in managerial appointments.
We will continue to aim to exceed the current ratio of "non-Japanese employees", "mid-career recruits","female employees" and other diversity as a group, based on our policy of non-discrimination.
Key Employment Indices, as of March 31, 2024
FemaleFemaleFemaleexecutive
managers
employees
officers
Meiko
14.3
1.0
26.3
Electronics
Meiko
10.5
15.5
46.0
Group

NonJapaneseemployees
4.2

Mid-career
recruits(%)
Mid-career
managers

69.1

74.6

89.5

95.0

85.0

Differences in wages between male and female employees (ratio of women's wages to men's wages)
All employees
61.1%
Regular employees
69.2%
Term employees (contract employees)
59.5%*Notes: Calculated in accordance with the provisions of the "Law Concerning the Promotion of Active
Roles for Women in the Workplace" (Law No. 64, 2015), and does not take into account differences inaverage age, length of service, or work style (short-time work, etc.) between male and female.
Percentage of male workers taking childcare leave: 22.2%
We will continue our efforts to achieve our goal of "exceeding the current ratio in the Group”.
[Principle 2-6]
Please refer [Reasons for Non-compliance with the Principles of the Corporate Governance Code] above.
[Principle 3-1]
(1) Our Company’s goals (its management philosophy, etc.), management strategies, and management
plans
Our Company’s goals (our management philosophy, etc.) are disclosed on the Company website, underthe “Our Philosophy” section of the “About Meiko” webpage.
We also disclose our management strategies and management plans on the Company website, underthe “Presentations” section of the “IR Library” webpage.
“Our Philosophy” related disclosures are on the Company website.
https://www.meiko-elec.com/english/corporate/philosophy.html
Management strategies and management plans related disclosures are on the Company website.
https://www.meiko-elec.com/english/pdf/ir/presentation/FY2023-H2.pdf(2) Our Company’s basic approach and basic policies regarding corporate governance, according to theprinciples of the Corporate Governance Code
Our Company discloses its basic approach to corporate governance on the Company website, and via
this report, under the section entitled “1. Basic Approach.”“Basic approach and basic policies regarding corporate governance” related disclosures are on the
Company website.
https://www.meiko-elec.com/english/csr/governance/governance.html

(3) Policies and procedures related to how the Board of Directors calculates compensation for Executive
Management and Directors
Please refer II. 1 [Director Compensation] “Disclosure of Policy on Determining Compensation
Amounts and Calculation Methods” of this report.
(4) Policies and procedures related to the appointment and dismissal of Executive Management, and to thenomination of candidates for Director and Auditor, by the Board of Directors
Policies and procedures for the nomination and appointment of Directors, etc. is provided for in our
Officer Regulations. Candidates for Director and Auditor are required to possess high levels ofhonesty and ethical standards, be of good health in mind and body, and possess the expertise andskillsets required to objectively evaluate our Company’s management; they are selected by the Boardof Directors. Candidates for Auditor are selected with the approval of the Board of Auditors.
(5) Explanations regarding individual appointments and dismissals of Executive Management, andregarding individual nominations of candidates for Director or Auditor, made by the Board of Directors
in compliance with (iv) above.
At present, we disclose reasons for nominating and appointing Directors and Auditors via our Noticesof Annual General Meeting of Shareholders and via our Corporate Governance Reports.
[Supplementary Principle 3-1③]Please refer [Reasons for Non-compliance with the Principles of the Corporate Governance Code] above.
[Supplementary Principle 4-1①]
Our Company has established Board of Directors Regulations and Standards for Delegating DecisionMaking Authority, which clarify criteria for making agenda proposals for Board of Directors meetings.
Items to be discussed at the Board of Directors meetings include management policies and plans, generalshareholders' meetings, financial results, stock-related matters, organizational and personnel matters,
important business execution matters, organizational restructuring matters, rules and regulations, andinternal control system matters. The Board of Directors also delegates some aspects of businessexecution to Executive Officers, with the goal of improving the speed of decision-making and ensuring
efficient business operations.
[Principle 4-9]
Our Company evaluates the independence of its Outside Officers according to its Outside Officer
Independence Standards; these Standards are disclosed on the Company website.
https://www.meiko-elec.com/pdf/corporate/independentofficers.pdf[Supplementary Principle 4-10①]
Please refer [Reasons for Non-compliance with the Principles of the Corporate Governance Code] above.
[Supplementary Principle 4-11①]
When nominating candidates for Director, our Company focuses on maintaining a Board of Directors
composition with a healthy balance of expertise, experience, and capabilities, so that the Board canfunction more effectively; the specific skills distribution and composition of the Board of Directors isoutlined below. We also work to ensure diversity.
<The specific skills>
a→ independence (Outside Directors)b→ experience of being president (excluding our Group subsidiaries)
c→ knowledge of industryd→ finance and accountinge→ marketing and sales

f→ overseas experienceg→ production and technologies
h→ legal governance, risk management, and compliance
Primary areas of expertise, career background, and skills of each Director:
Yuichiro Naya
Atsushi Sakate
Junya Wada
Yoshihito Kikyo
Shigeru Naya
Nao Tsuchiya
Yosuke Nishiyama
Takashi Harada

Toshifumi Kobayashi

a

b
●

●
●
●
●
●

●
●

c
●
●
●
●
●

d
●

e
●

●

●
●

●
●
●

●
●
●

●
●

f
●
●
●
●
●

●

g
●
●
●

●
●

h
●
●
●
●
●
●
●

[Supplementary Principle 4-11②]
The attendance rates of our Directors and Auditors, including Outside Directors and Outside Auditors,
at Board of Directors meetings and Audit & Supervisory Board meetings respectively stands at close to100%; Directors and Auditors expend the time and effort required to execute their roles andresponsibilities. We disclose information regarding persons who concurrently hold Director and
Auditor positions every year via our Notices of Annual General Meeting of Shareholders, and Securities
Reports, etc.
[Supplementary Principle 4-11③]
We conducted an evaluation and analysis of the effectiveness of the Board of Directors with the aim ofassessing how well the Board of Directors is fulfilling its expected role, analyzing the results to identify
issues and make improvements, and enhancing the level of governance. Below is a summary of theresults of the FY2023 evaluation and analysis.
1. Overview of the evaluation processThis time, an Outside Director took the initiative to compile the perceptions and opinions of theOutside Directors and Outside Auditors, and the results were reported to the Board of Directors fordiscussion on how to improve effectiveness.
2. Results of discussions and responses to issues[Issue 1]
Although advance explanations were provided for large investment projects and other projects
requiring high-level judgment, there is room for improvement in the timing of explanations and theprovision of detailed information on investments, such as the breakdown of investments.
[Response 1]
Provide preliminary explanations of the backgrounds and details of the projects at the appropriate
time.
[Issue 2]
It is important to have a common understanding of risks through timely information sharing on
compliance and risk management.
[Response 2]
Ensure that compliance and risk management matters are reported in a timely manner.
[Supplementary Principle 4-14②]
Our Company operates a policy of providing the necessary opportunities and financial assistance for our
Directors and Auditors to acquire any business-related information and knowledge required to execute
their roles and duties.

We seek to continually provide Outside Officers with information regarding our Company’s businessenvironments; to this end, we provide materials, etc. related to relevant business departments asappropriate, and we also host meetings where Officers can exchange opinions with each other.
[Principle 5-1]
Our Company has established a dedicated inquiry desk to promote constructive dialogue with its
shareholders. In order to develop relationships of trust with our shareholders, we hold financial results
briefings every half year that are attended by our top management; we also hold smaller meetings withinstitutional investors.
Dialogue with Shareholders:(1) Annual General Meeting of Shareholders: held once a year; chaired by the President & CEO; inaddition to the Annual General Meeting of Shareholders, we also provide other opportunities for our
Directors (including Outside) , Auditors (including Outside) and executive officers to engage indirect dialogue with shareholders to achieve sustainable growth and increase corporate value over the
medium to long term.
(2) Financial results briefings for analysts and institutional investors: held twice a year; the President &CEO holds briefings, after the announcement of second quarter financial results, and after theannouncement of full-year financial results.
(3) One-on-one meetings with institutional investors: held every quarter. In addition to one-on-one
meetings by IR staff, the Directors held 18 dialogues with 13 companies in the fiscal year ended
March 31, 2024. By domestic and overseas, 10 domestic companies and 3 overseas companies
included fund managers and analysts from each company.
(4) Company website: we publish various IR materials on the Company website, including financial
results briefings, financial statements, notices of annual general meeting of shareholders, timely
disclosure materials, press releases, annual reports, and corporate reports, etc.
(5) As part of SR activities, Directors engage in constructive dialogue with fund managers of domestic
institutional investors that hold the Company's shares, departments in charge of ESG, anddepartments in charge of exercising voting rights. In the fiscal year ending March 31, 2024,
Directors held 5 dialogues.
In order to promote the sharing and effective use of information, including feedback, etc. gained via
dialogue with shareholders, the IR Officer or the IR Department report this information as necessary to
the President & CEO, to the Board of Directors, and to relevant departments. As a result of the dialogue,
we have decided to continue to pay dividends in excess of the dividend payout ratio, which is our guideline
for returning profits to shareholders through dividends for the fiscal year ending March 31, 2024.
In order to control insider information, we stipulate the period from the quarterly settlement date to thequarterly results announcement date as a “silent period.” During this period, we ensure that dialogue
with investors is restricted, and that inside information is strictly controlled. We also educate all Company
employees regarding key points on how to manage insider information.
[Principle 5-2]
In order to manage the company with an awareness of cost of capital and stock price, we set and discloseannual financial targets in our Medium-term Business Plan. To achieve this goal, management targets
are incorporated into each business and progress in actions to improve capital efficiency is managed.
Please see below for specific details.
We are expected to provide a large and stable supply of products to meet demand, and accurate demand
forecasting and capital investment are the keys to sustainable growth. We continuously monitor capital
investment to ensure that returns on capital are commensurate with our investments in order to manage
our business with an awareness of ROE. Capital investment, R&D investment, etc. are disclosed in the
production strategy and technology strategy of the Medium-term Business Plan. We are constantly
optimizing our business portfolio in terms of applications, product specifications, production plants,
destinations, etc., based on market forecasts, which are outlined in our Medium-term Business Plan. As
for human capital, please refer to Supplemental Principle 2-4① of this report.
In addition to improving business performance and returning profits to shareholders in line with businessresults, our policy is to disclose the results of these efforts and to continue dialogue with investors toachieve sustainable growth and increase corporate value over the medium/long term.

Original Medium-term Business Plan related disclosures are on the Company website.
https://www.meiko-elec.com/english/pdf/ir/presentation/FY2021-H2.pdf?ver2
Revised Medium-term Business Plan related disclosures are on the Company website.
https://www.meiko-elec.com/english/pdf/ir/presentation/FY2022-H2.pdf?ver1
https://www.meiko-elec.com/english/pdf/ir/presentation/FY2023-H2.pdf

2. Capital Structure
Foreign Shareholding Ratio: 20% and above, less than 30%[Status of Major Shareholders]Name/Company Name
Yuichiro Naya
The Master Trust Bank of Japan (trust account)
Japan Trustee Services Bank, Ltd. (trust account)
Clearstream Banking S.A.
BNP Paribas Securities Services
Luxembourg/2S/JASDEC/FIM /Luxembourg
Funds/UCITS Assets
Meiko Kosan Co., Ltd.
Yuho, Ltd.
Sumitomo Mitsui Banking Corporation
State Street Bank and Trust Company 505223
Seiichi Naya

Number of shares
owned
4,704,357
3,774,900
2,864,500
947,323700,000

Percentage (%)

608,400
521,000
377,000
376,410355,200

2.34
2.00
1.45
1.45
1.37

18.09
14.52
11.02
3.64
2.69

Controlling Shareholder (except for Parent Company): None
Parent Company: None
Note: The above table excludes 802,517 shares of treasury stock held by our Company.

3. Corporate Attributes
Listed Stock Market and Market Section
Fiscal Year-End
Type of Business
Number of Employees (consolidated) as of the Endof the Previous Fiscal YearSales (consolidated) as of the End of the Previous
Fiscal Year
Number of Consolidated Subsidiaries as of the Endof the Previous Fiscal YearTokyo, Prime Section
MarchElectric Appliances
More than 1,000 persons\100 billion or above, less than \1 trillion
10 companies or above, less than 50 companies

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

5. Other Special Circumstances which may have Material Impact on Corporate Governance
None

II.

Business Management Organization and Other Corporate Governance Systems regarding
Decision-making, Execution of Business, and Oversight in Management

1. Organizational Composition and Operation
Organization Form: Company with an Audit & Supervisory Board[Directors]
・ Maximum Number of Directors Stipulated in Articles of Incorporation: 15 persons
・ Term of Office Stipulated in Articles of Incorporation: 1 year
・ Chairperson of the Board: President & CEO・ Number of Directors: 9 persons
・ Number of Outside Directors: 4 persons
・ Number of Independent Directors: 4 persons
Outside Directors’ Relationship with the Company (1)NameAttribute
Relationship with the Company*
a
b
c
d
e
f
g
h
i
j
k
Nao Tsuchiya
Lawyer
Yosuke Nishiyama
From another company△
Takashi Harada
From another company
Toshifumi Kobayashi
From another company* Categories for “Relationship with the Company”* ”○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pasta. Executive of the Company or its subsidiaries
b. Non-executive director or executive of a parent company of the Company
c. Executive of a fellow subsidiary company of the Company
d. A party whose major client or supplier is the Company or an executive thereof
e. Major client or supplier of the listed company or an executive thereof
f. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as a director/auditor
g. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
h. Executive of a client or supplier company of the Company (which does not correspond to any of d, e, orf) (the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/auditors are mutually
appointed (the director himself/herself only)
j. Executive of a company or organization that receives a donation from the Company (the director
himself/herself only)
k. Others

Outside Directors’ Relationship with the Company (2)Name
Designation Supplementary Explanationasof the Relationship
Nao Tsuchiya

Independent
Director〇-

Yosuke Nishiyama〇

Takashi Harada〇

Yosuke Nishiyama held anexecutive position at
KYOCERA Corporation
until September 2016;
however, our Company’ssales to KYOCERA
Corporation amount to lessthan 0.3% of our Group’s
consolidated sales for themost recent fiscal year; forthis reason, our assessments
indicate there is no risk
Nishiyama’s previous role at
KYOCERA Corporation will
impact on his
independence.
-

Toshifumi Kobayashi〇-

Reasons of Appointment

As a lawyer who specializes incorporate law, we expect Nao
Tsuchiya to contribute high levelsof expertise and experience for the
management and supervision of
our Company.
Tsuchiya satisfies the criteria for
independence prescribed by Tokyo
Stock Exchange, Inc.; ourassessments indicate there is norisk of Tsuchiya causing a conflictof interest with generalshareholders, and we havetherefore designated her an
independent officer.
We expect Nishiyama to contributeabundant knowledge andexperience related to the electronic
circuit board industry, cultivated atother companies, to the
management and supervision of
our Company.
Nishiyama satisfies the criteria for
independence prescribed by Tokyo
Stock Exchange, Inc.; ourassessments indicate there is norisk of Nishiyama causing a conflictof interest with generalshareholders, and we havetherefore designated him an
independent officer.
We expect Takashi Harada tocontribute experience in assisting
management as an Auditor at othercompanies, and a deep
understanding of our businessthrough his time as an Outside
Auditor at our Company, to the
management and supervision of
our Company.
Harada satisfies the criteria for
independence prescribed by Tokyo
Stock Exchange, Inc.; ourassessments indicate there is norisk of Harada causing a conflict ofinterest with general shareholders,
and we have therefore designatedhim an independent officer.
We expect Toshifumi Kobayashi tocontribute abundant knowledge
and experience of the electronic
circuit board industry, cultivated asRepresentative Director andPresident at other companies, tothe management and supervision of
our Company.
Kobayashi satisfies the criteria for
independence prescribed by Tokyo
Stock Exchange, Inc.; ourassessments indicate there is norisk of Kobayashi causing a conflictof interest with generalshareholders, and we havetherefore designated him an
independent officer.
Voluntary Establishment of Committee(s) Corresponding to Nomination Committee or Remuneration
Committee: None
[Auditors]
Establishment of Board of Auditors
Maximum Number of Auditors Stipulated in
Articles of Incorporation
Number of Auditors

Established
4 persons
3 persons

Cooperation among Auditors, Accounting Auditors and Internal Audit Office:
Our Company has established an Internal Audit Office to strengthen internal checks, and to ensure that
our corporate governance and compliance systems are functioning effectively, according to the policies
of our Internal Control System.
Our Auditors, the Internal Audit Office, and our Accounting Auditors coordinate with each other whencarrying out investigations and evaluations of our Company and Group companies, with the goal ofstrengthening our audit functions.
Appointment of Outside Auditors
Number of Outside Auditors
Number of Independent Auditors

Appointed
2 persons
2 personsOutside Auditor’s Relationship with the Company (1)NameAttribute
Relationship with the Company*a b c d e
f g h ijkl
Kotomi Ejiri
LawyerShinichiFrom another company〇
Hashimoto* Categories for “Relationship with the Company”* ”○” when the director presently falls or has recently fallen under the category;“△” when the director fell under the category in the past
* “●” when a close relative of the director presently falls or has recently fallen under the category;“▲”when a close relative of the director fell under the category in the pastma. Executive of the Company or its subsidiaryb. Non-executive director or accounting advisor of the Company or its subsidiaries
c. Non-executive director or executive of a parent company of the Company
d. Auditor of a parent company of the Company
e. Executive of a fellow subsidiary company of the Company
f. A party whose major client or supplier is the Company or an executive thereof
g. Major client or supplier of the Company or an executive thereofh. Consultant, accountant or legal professional who receives a large amount of monetary consideration orother property from the Company besides compensation as an auditor
i. Major shareholder of the Company (or an executive of the said major shareholder if the shareholder is alegal entity)
j. Executive of a client or supplier company of the Company (which does not correspond to any of f, g, orh) (the auditor himself/herself only)
k. Executive of a company, between which and the Company outside directors/auditors are mutually
appointed (the auditor himself/herself only)
l. Executive of a company or organization that receives a donation from the Company (the auditor
himself/herself only)
m. Others
Outside Auditor’s Relationship with the Company (2)Name
Designation
Supplementary Explanation ofas
the RelationshipIndependent
AuditorKotomi Ejiri〇-

Shinichi
Hashimoto〇Shinichi Hashimoto isemployed by Kioxia Holdings
Corporation. However, ourGroup’s sales to this company
accounted to less than 0.4%
of our Group’s consolidated
sales for the most recent
business year, for this reason,
our assessments indicate
there is no risk of therelationship between ourcompanies impacting on the
independence of Hashimoto.

Reason of Appointment

We expect Ejiri’s high levels of
expertise and experience,
cultivated during her work as acorporate lawyer, to contributeto her execution of roles as an
Auditor.
Ejiri satisfies both our own
independence standards and thecriteria for independenceprescribed by Tokyo Stock
Exchange, Inc.; this indicates
there is no risk of Ejiri causing a
conflict of interest with generalshareholders, and we havetherefore registered her as anindependent officer.
We expect Hashimoto tocontribute an abundance ofexperience and knowledge inthe semiconductor (memory)industry cultivated as an
executive officer of othercompany, to the supervision of
our Company.
Hashimoto satisfies both ourown independence standards
and the criteria for
independence prescribed by
Tokyo Stock Exchange, Inc.; thisindicates there is no risk ofHashimoto causing a conflict ofinterest with generalshareholders, and we havetherefore registered him as anindependent officer.

[Independent Officers]
・ Number of Independent Officers: 6 persons
・ Matters relating to Independent Officers:
Our Company registers all Outside Officers who satisfy the relevant requirements as Independent
Officers.

[Incentives]
Incentive Policies for Directors: Performance-linked Compensation
・ Supplementary Explanation:
・ Please refer II. 1 [Director Compensation] “Disclosure of Policy on Determining Compensation
Amounts and Calculation Methods” of this report.
Recipients of Stock Options: - (not applicable)[Director Compensation]
Disclosure of Individual Directors’ Compensation: Compensation for individual director is not disclosed.
・ Supplementary Explanation:
Our Company discloses the total amount of Officer compensation, etc., by position, as well as thenumber of Officers receiving compensation for each position, via our Business Reports, which are
published and available for viewing on the Company website.
Policy on Determining Compensation Amounts and Calculation Methods: Established・ Disclosure of Policy on Determining Compensation Amounts and Calculation Methods(1) Items concerning resolutions made at the Annual General Meeting of Shareholders with regard tocompensation, etc. for Directors and Auditors
The amount of compensation for Company Directors was resolved at the 46th Annual General Meetingof Shareholders held on June 24, 2021 (the total number of Directors at the conclusion of this Meetingwas 12, of which four were Outside Directors), to be not more than 500 million yen (excluding
employee’s salary). The amount of compensation for Auditors was resolved at the 9th Annual General
Meeting of Shareholders held on December 26, 1984 (the total number of Auditors at the conclusionof this Meeting was two), to be not more than 30 million yen; this maximum compensation for Auditors
was then confirmed following consultations with Auditors.
Separate from the above compensation, it was also resolved at the 46th Annual General Meeting of
Shareholders held on June 24, 2021, that the Company should spend no more than 102 million yen for
the acquisition of stock for Company Directors (excluding Outside Directors, and counting only
Executive Directors) over a fixed period (with an initial trust period set at three years); it was further
resolved that each Company Director should receive no more than 28,000 stock points (where one
stock point is equivalent to one Company share) per fiscal year. At the close of the 49th Annual
General Meeting of Shareholders held on June 26, 2024, the number of Directors (not including
Outside Directors, but limited to Executive Directors) was seven.
The Board of Directors decided on May 27, 2024 to extend the period of eligibility for the above planfor three years from the close of the 49th Annual General Meeting of Shareholders to be held on June
26, 2024.
(2) Items related to the Policy for Determining the Contents of Compensation, etc. for Individual
Directors
Following a resolution by the Board of Directors, our Company defines the Policy for Determining theContents of Compensation, etc. for Individual Directors (hereinafter “the Policy”) in the manner
outlined below.
① Basic policy
At our Company, Compensation for Directors is linked to shareholder interests, so that it
functions properly as an incentive to continually increase corporate value. Our basic policy is toset compensation for individual Directors at levels appropriate to their respective responsibilities.
More specifically, compensation for Executive Directors comprises basic compensation,
performance-linked compensation, and stock-based compensation; compensation for Outside
Directors responsible for auditing functions reflects their work duties, and comprises basic
compensation only.

Of the total compensation paid to Executive Directors, the proportion of performance-linked
compensation and stock-based compensation is properly set so that it functions as an incentive for
Executive Directors to improve performance and increase corporate value.
② Basic compensation (fixed compensation)
Basic compensation at our Company is paid monthly in the form of fixed compensation; it isdetermined according to a comprehensive assessment that takes into consideration the position
and responsibilities of the individual in question, levels of compensation at other companies, andlevels of employee salaries at our Company.
③ Bonuses (performance-linked compensation)
The performance-linked compensation for each Executive Director is determined according to acomprehensive assessment of levels of achievement of fiscal year plans, the performance oforganizations under their jurisdiction, and levels of contribution to consolidated operating profit
and profit attributable to owners of the parent. The calculated amount is paid at a fixed period
every year in the form of a bonus. Performance-linked compensation is intended to function as
an incentive for Executive Directors to improve performance and increase corporate value.
The ratio of performance-linked compensation to total compensation for each Executive Director
is determined according to a comprehensive assessment of their position and responsibilities, etc.,
as well as the monthly performance both of the Executive Director and the organizations under
their jurisdiction.
Consolidated operating profit for the 49th Fiscal Year stood at 11,660 million yen, with profit
attributable to owners of the parent standing at 11,310 million yen.
④ Stock-based compensation
Stock-based compensation is intended to motivate Directors to improve business performanceand corporate value by sharing with shareholders the benefits and risks associated with stock pricefluctuations, and to deliver a predetermined fixed amount of stock award points to Executive
Directors at a certain time each year through a stock award trust, and upon retirement of therelevant Director, the relevant shares will be delivered.
(3) Items related to Mandates on Determining the Content of Compensation, etc. for Individual
Directors
The specific details of each Director's individual compensation are delegated to the President & CEO
who is deemed best suited to evaluate the business for which each Director is responsible while
overlooking the Company's overall performance, and in the current fiscal year, the decision was madeby the President & CEO, Yuichiro Naya, who was delegated this authority by resolution of the Boardof Directors meeting held on June 27, 2023, in accordance with the decision policy approved by the
Board of Directors.
In the opinion of the Board of Directors, the total compensation paid to each Company Director was
within the maximum permissible compensation limit; in view of the relevant performance indicators,
the proportion of performance-linked compensation, etc., to total compensation was also deemed
reasonable. As a consequence, the Board of Directors is satisfied that the total compensation paid
was in compliance with the Policy.
[Supporting System for Outside Directors and/or Auditors]
In order to encourage vigorous debate at monthly Board of Directors meetings, Executive Committee
meetings, and other important managerial meetings, the Secretariat provides meeting materials in
advance and, where necessary, explanations in advance as well.
Our Company enables employees to undertake concurrent roles as business assistants to Auditors; theygather information, carry out surveys, and archive documents, etc., as instructed by Auditors.

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)
Our Company ensures its management is properly audited and supervised by adopting the system of aCompany with an Audit & Supervisory Board, and by appointing four Outside Directors to its Board of
Directors. Details of our governance systems are provided below.
(Board of Directors)
Our Company’s Board of Directors consists of a total of 9 members (8 men and one woman), four ofwhom are Outside Directors. The Board of Directors meets at least once per month on average, andmakes decisions on important management items, in compliance with all relevant laws and regulations,
Articles of Incorporation, and internal regulations; it also supervises the business execution of Company
Directors.
(Executive Committee)
Our Company operates an Executive Officer system, and holds Executive Committee meetings to discuss
important items related to the execution of our Company’s business. In addition, we promote thedelegation of authority from the Board of Directors to Executive Officers, with the goal of improving theefficiency of our business execution.
(Audit & Supervisory Board)
Our Company’s Audit & Supervisory Board consists of a total of three Auditors, one of whom is a fulltime Auditor, and two of whom are part-time Outside Auditors. All three Auditors attend Board of
Directors meetings and, where necessary, other important Company meetings; they use their expertiseand experience to audit the execution of duties of Company Directors from an objective standpoint.
(Internal Audit Office)
Our Company has established an Internal Audit Office, which is tasked with regularly auditing Company
departments, plants, and subsidiaries, to ensure our Group’s legal compliance and the effectiveness of its
internal controls, etc. The Office works together with the Audit & Supervisory Board and Accounting
Auditors by sharing information and exchanging opinions, with the goal of improving the effectivenessof internal audits.
(Corporate Lawyers and Accounting Auditors)
Our Company consults with and receives advice from law firms, as appropriate, when legal assessmentsof its business is required. We commission KPMG AZSA LLC to carry out financial audits, and receive
fair and proper audits as stipulated both by the Companies Act and the Financial Instrument andExchange Act.
(Limitation of Liability Agreements)
Based on Article 427 Paragraph 1 of the Companies Act, our Company has entered into agreements with
Directors (excluding Executive Directors, etc.) Auditors, and Accounting Auditors (“Non-Executive
Directors, etc.”) to the effect that, if the Non-Executive Director, etc. in question has acted in good faithand without gross negligence in the performance of their duties, the liability of said Non-Executive
Director, etc. is limited to 5 million yen or the amount specified in Article 425 Paragraph 1 of theCompanies Act, whichever is higher.
(Directors and Officers Liability Insurance)
Our Company has entered into agreements with insurance companies for directors and officers liability
insurance, under the terms of which Directors, Auditors, Executive Officers, and other important
employees, as defined by the Companies Act, both at our Company and all our subsidiaries, are insured
persons. For the duration of the insurance period, the insurance company will supplement litigation
costs and compensation for damages that the insured person is legally required to pay, as stipulated by
Article 430 Paragraph 3 of the Companies Act, if, in the course of executing their business, said insured
person is claimed to have caused financial damage to our Company or to a third party. All insurance
fees for all insured persons are paid by our Company.

3. Reasons for Adoption of Current Corporate Governance System
Our Company operates an Executive Officer system, and promotes the delegation of authority from theBoard of Directors to Executive Officers, with the goal of accelerating and improving the efficiency of
our management. We have chosen to adopt this governance system as it enables Outside Directors andOutside Auditors to audit and supervise business execution and decision-making regarding importantmanagement items in a timely and objective manner.

III.

Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Supplementary Explanations
Early mailing of notices With respect to the Notice of Convocation of the 49th Annual Generalof AGM
Meeting of Shareholders held on June 26, 2024, the contents were posted on
the websites of the Company and the Tokyo Stock Exchange on June 3, 2024,
and the written notice was dispatched on June 11, 2024.
SchedulingAGMs We held our Annual General Meeting of Shareholders on Wednesday 26 June,
Avoiding the Peak Day 2024, in order to avoid clashes with shareholder meetings at other companies.
Exercise of voting rights Voting rights can be exercised via the Internet, etc.
by electronic means
Participationin Participation in the Electronic Voting Platform for Institutional Investors
electronic
voting operated by ICJ, Inc.
platforms and otherinitiatives to improvethe environment for
institutional investors
to exercise their voting
rightsProviding Convocation We create English-language versions of our Notice of Annual General Meeting
Notice in Englishof Shareholders and our Reference Documents for the General Meeting of
Shareholders, and publish them on TDnet and on the Company website.
Other
In order to disclose information at the earliest opportunity, in principle wepublish notices of convocation on TDnet and on the Company website before
sending them to shareholders.
2. IR Activities
Preparation and Publication ofDisclosure Policy
Regular Investor Briefings forAnalystsandInstitutional
Investors
Posting of IR Materials on the
Company Website
Establishment of Department
and/or Manager in Charge of IR

Supplementary Explanations
Published on the Company website:
https://www.meiko-elec.com/ir/policy.html
The President & CEO holds briefings foranalysts and institutional investors following
every accounting period; Company Officers
also hold several small meetings every year.
We post financial statements, timely disclosurematerials, financial results briefings, etc.
Office of the President & CEO

Presentation
byPresident & CEO
Yes

3. Measures to Ensure Due Respect for Stakeholders
Supplementary Explanations
Stipulation of Internal Rules for In accordance with our Compliance Regulations and the MeikoRespecting the Position of Group Code of Conduct, our Company respects the standpoints of
Stakeholders
all our stakeholders, including shareholders, customers, and local
communities, etc. We seek to manage our Company in a way thatelicits the trust of all our stakeholders; at the same time, we work tothoroughly educate all Group employees with regard to relevant
regulations.
Implementationof Our Company actively carries out environmental preservation
Environmental Activities, CSR activities, including acquiring ISO 14001 certification, undertaking
Activities etc.
green procurement, and procuring parts in accordance with RoHS
We also promote compliance, security, social
directives.
contributions, IR, and other CSR activities.
Development of Policies on We publish our CSR Report on our Company website:

Information
Stakeholders

IV.

Provision

tohttps://www.meiko-elec.com/csr/

Matters Related to the Internal Control System

1. Basic Views on Internal Control System and the Progress of System Development
The “Basic Policy Regarding the Establishment of Systems for Ensuring Appropriate Execution of MeikoGroup Business Operations” was resolved by the Board of Directors based on the Companies Act andOrdinance for the Enforcement of the Companies Act of Japan.
(1) Systems for ensuring risk and compliance at our Group① Our Company has established a Compliance Committee in line with its Compliance Regulations;the Committee is responsible for formulating, implementing, and monitoring the compliancemeasures and annual activities of our Group—which comprises our Company and our Company’s
subsidiaries. The Committee is also responsible for analyzing and discussing complianceviolations and, based on the results of this analysis and discussion, providing guidance andsupervision related to proposals and measures aimed at preventing their reoccurrence.
② Based on our Company’s Compliance Regulations, the Compliance Committee provides
appropriate compliance education to all Group Directors and employees.
③ Our Company has established an Internal Audit Office that reports directly to the President & CEO.
The Office carries out audits to determine whether execution of operations at our Group complies
with all relevant laws and ordinances, as well as our Articles of Incorporation, etc. The Officereports the results of its audits to the President & CEO and to our Company’s Board of Directors.
④ Our Company has established a whistleblowing system and set up Help Lines for reporting
compliance violations both at our Company’s Human Resources & General Affairs Department andat law firms; we promote the use of these Help Lines with the goal of discovering at the earliest
opportunity violations or potential violations of laws and ordinances, our Articles of Incorporation,and other Company regulations. Our Company prohibits any actions that disadvantage either thewhistleblowers themselves or those engaged in investigating the reported violations.
(2) Systems for preserving and managing information related to the execution of duties of Directors① Our Company properly preserves and manages, using the appropriate recording media, minutes ofBoard of Directors meetings, minutes of other important meetings, and other key records ofapproval that show the state of execution of duties of Directors, etc., according to relevant laws andordinances, and Company regulations.
② Directors, Auditors, and the Internal Audit Office are able to view the above-mentioned records at
any time.
(3) Systems for managing risk at our Group① Our Company has established a Risk & Compliance Committee in line with its Risk & Compliance
Regulations, in order to carry out efficient risk management of our Group. The Committee istasked with understanding potentially serious risks to the business continuity and stable growth of
our Group. These risks include quality issues, environmental preservation, violations of laws,
ordinances, and regulations, accidents and disasters, system malfunctions, information security,
errors in financial reporting, safety and hygiene, and pandemics, etc. The Committee is also
tasked with formulating, etc. policies, measures, and annual plans related to risk management.
② In cases where unforeseen circumstances occur at our Group, or in cases where signs of serious
risks have been observed, our Company will immediately establish an Emergency Response
Headquarters headed by the President & CEO, carry out risk management in an integrated manner,and seek to prevent the spread of any damage.
(4) Systems for ensuring the efficient execution of duties of Group Directors① The Board of Directors promotes the delegation of authority from the President & CEO to
Directors and Executive Officers, and seeks to establish efficient business execution systems basedon quick decision-making related to our Group’s business operations, by reviewing regulations
regarding the separation of duties and regulations regarding administrative authority, etc.

② The Board of Directors is responsible for verifying the progress of issues faced by our Group, andimplementing improvement measures as appropriate.
③ Directors maintain a timely and appropriate understanding of the performance of our Group’s
production and sales, through report meetings, etc. that are held weekly or monthly.
(5) Systems for ensuring the properness of operations at our Group① Through the Meiko Group Corporate Charter and the Meiko Group Code of Conduct, ourCompany provides guidance and support to Directors and employees at its subsidiaries forestablishing systems for ensuring the properness of operations, and for establishing systems forlegal compliance.
② Based on its Management Rules for Affiliated Companies, our Company requires subsidiaries toseek prior approval from, or report to the Company when deciding on important items related totheir business operations.
③ Our Company’s Internal Audit Office carries out regular audits regarding both execution ofbusiness and risk management across our entire Group.
(6) Systems for appointing employees to assist the duties of Auditors① If an Auditor should request the appointment of an employee to assist their duties, they can appoint
an assistant as necessary from among our Company’s employees; in cases where the assistant is
concurrently an employee of a different department, said assistant will prioritize the instructions of
the Auditor.
② Performance evaluations, appointments, and transfers, etc. of assistants will be carried out with theagreement of the Auditor.
(7) Systems for reporting to Auditors① Our Group’s Directors and employees are duty bound to report without delay to Auditors regarding
serious compliance violations, as well as other items that could potentially cause significant damage
to our Group.
② Our Company prohibits any actions that disadvantage Group Directors or employees for submitting
reports to Auditors.
(8) Systems for ensuring the effectiveness of audits carried out by Auditors① Our Company works to ensure that Auditors can carry out audits effectively. We provide
opportunities for regular exchanges of opinions between Auditors and the President &CEO, we
provide opportunities for regular interviews with Directors and Executive Officers, etc., and weestablish environments that encourage cooperation with external experts such as lawyers, certified
accountants, etc., as well as with the Internal Audit Office.
② In line with our Company’s Audit Policy, Auditors audit the execution of duties of Directors byattending Board of Directors meetings and other important meetings, etc., reading decision
approval documents, etc., and investigating the business operations and assets both of our Company
and of important subsidiaries. If Auditors request advance payment of fees, etc. for executing theirduties, our Company will process the relevant fees swiftly.
2. Basic Views on Eliminating Antisocial Forces
Our Company’s basic policy is to block all relationships with antisocial forces that threaten the order andsafety of society. Our Regulations to Prevent Antisocial Forces stipulate that we work closely together
with external expert organizations, and that our entire Group adopts a resolute approach to antisocial
forces; we seek to prepare ourselves for all eventualities by ensuring a former chief of police ispermanently stationed on site.

V. Other
1. Adoption of Anti-Takeover Measures
・ Adoption of Anti-Takeover Measures: Not Adopted
Supplementary Explanation
Our Company possesses a shareholder composition that makes takeovers difficult and, for this reason,
does not at present have any anti-takeover measures.
Going forward, we intend to respond in the appropriate manner if necessitated by changes to ourshareholder composition.
2. Other Matters Concerning to Corporate Governance System
None.
Corporate Governance System at Meiko