CORPORATE GOVERNANCE REPORT

July 30, 2021
Roland Corporation
Jun-ichi MikiCEO and Representative Director
Contact address:053-523-0230(switchboard)
https://www.roland.com/global/
This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) for
reference purpose only. In the event of any discrepancy between this translated document and the Japanese original,
the original shall prevail. Roland Corporation assumes no responsibility for this translation or for direct, indirect
or any other forms of damages arising from the translation.
We wish to report as follows on the situation of the corporate governance of our company.
I. Our basic view on the corporate governance, and basic data including capital structure and attribute of the company
1. Our basic view
We at Roland Corporation define the corporate governance as the system effective in that our Group, which
consists of Roland Corporation and its subsidiaries, increase its corporate value sustainably and autonomously
to contribute to increasing the profits of all the stakeholders related to us, including shareholders, customers,
business connections and employees: We will build and promote it.
We establish our corporate philosophy which represents the meaning of our Group’s existence and we aredetermined to realize the corporate philosophy, so that we will live up to the expectations of the stakeholders
surrounding us.
[Our Corporate Philosophy]
Roland's corporate philosophy is expressed through the three slogans below. These slogans, which remainunchanged from the time the company was founded, exemplify the reasons for the Roland Group's existence, as
well as the kind of company we envision ourselves to be.
z
Inspire the Enjoyment of Creativity
Our aim is to create an exciting world where everyone is able to enjoy music or videos in their own way,wherever and whenever they choose. We continue to pursue the possibilities of boundless joy that come fromthe satisfaction of creating new music or video, playing a musical instrument, or having the opportunity to share
this joy with others.
z
Be the BEST Rather Than the BIGGESTWe are committed to hard work and doing our best to become a one-of-a-kind company that offers the best toeach and every one of our customers. What we value most as we continue to grow is the relationship of trust we
enjoy with our customers. And we are committed to grow in ways that enable us to give our customers what
they want, as well as inspire them with new dreams and expectations.
z
Cooperative Enthusiasm for All Stakeholders
We aspire to be a company for which our customers have a special place in their hearts and are inspired tosupport. In creating new value, we are committed to respecting all principles that we are expected to uphold
while developing an even deeper understanding of our purpose. Though this, we seek to transform the affinity
for our company, of the customer and all stakeholders, into the needed strength to move the business forward.
[Grounds for the principles of the Corporate Governance Codes which are not implemented]
We implemented all of the principles of the Corporate Governance Codes.
[Disclosure pursuant to the principles of the Corporate Governance Codes][Principle 1-4: Cross-Shareholdings]
We have no cross-shareholdings. If we hold listed shares as cross-shareholdings, we draw up standards for1

CORPORATE GOVERNANCE REPORT

exercising voting rights and annually verify the propriety of holding the stocks.
[Principle 1-7: Related Party Transactions]
In case where our company’s Directors / Kansayaku, close relatives of the Directors / Kansayaku, or major
shareholders engage in transactions with our Group, such transactions will be supervised by, pursuant to ourinternal rules, the prior resolution by the Board or implementation of reporting to the Board after carrying themout. In addition, we will disclose the transactions between related parties in accordance with the Company Law,
the Financial Instruments and Exchange Law, and other applicable laws and regulations, as well as the rules
provided for by the stock exchanges.
[Principle 2-6: Roles of Corporate Pension Funds as Asset Owners]
As the pension systems, we have adopted the defined benefit corporate pension plan and the company-type,defined contribution pension plan.
In managing the assets of the defined benefit corporate pension plan, our fundamental principle is to secure
the profits necessary for granting retirement allowances and pension payments for the future over the long termwith minimum risk, and we formulate the policy-related asset mix.
We make final decisions on the matters concerning asset management after examination by the asset
management committee, which consists of the experts of the human resource affairs division and financedivision, working as the advisory organs.
Portfolio management and asset management of the pension assets are entrusted to the external trustee
management organ and the situation is monitored regularly. With regard to the company-type, defined
contribution pension plan, we are rendering education service, information service, etc. concerning asset
management to the participants of the plan.
[Principle 3-1: Full Disclosure](i) What the company is targeting at (the corporate philosophy), management strategies and managementplans
Our corporate philosophy is described in section 1 of this report, “Our basic view.” Our medium-term
management policy is stated in the URL mentioned below.

https://ir.roland.com/en/ir/management/midterm.html(ii) Basic view and basic policy concerning the corporate governanceOur basic view concerning the corporate governance is described in section 1 of this report, “Our basic view.”(iii) The policy on the determination by the Board of remuneration for the management executives andDirectors and related procedures(1) Structure of remuneration for Directors and executive officers
The remuneration for Directors (except Outside Directors) and executive officers shall consist of fixed
remuneration and bonus and stock-based remuneration as the remuneration linked to business performance, andthe remuneration for Outside Directors of fixed remuneration and fixed, stock-based remuneration; the Board
shall determine the remuneration system for Directors and executive officers including the standard amounts
and the composition ratio in accordance with the role of each one, etc.
(2) Determination procedure of remuneration for Directors and executive officers
Based on the remuneration system for Directors and executive officers determined by the Board, remuneration
for the CEO, individual Directors and executive officers (entrustment type) is determined by the Nomination
and Remuneration Committee, which consists mainly of independent, Outside Directors, by assessing theirperformance and their demonstration of respective roles. Remuneration for individual executive officers(employment type) is determined by the CEO by assessing their performance and their demonstration ofrespective roles. However, in order to guarantee transparency, CEO should report on the assessment of individual
executive officers and the amount of remuneration, which CEO has made, to the Nomination and Remuneration
Committee.
Remuneration for Kansayaku consists only of fixed remuneration. The amount of remuneration for eachKansayaku will be determined by the discussion among Kansayaku

2

CORPORATE GOVERNANCE REPORT(iv) Principle and procedures for the occasions on which the Board appoints or dismiss the management
executives or designated candidates for Directors or Kansayaku
The Nomination and Remuneration committee, which consists mainly of independent, Outside Directors,
proposes the original draft concerning the candidates for Directors, Kansayaku, CEO and executive officers(entrustment type) to the Board Meeting in pursuant to the criteria mentioned below and, subsequently,
resolution on Directors and Kansayaku is made by the General Meeting of Shareholders following the resolution
by the Board Meeting and that on CEO and executive officers (entrustment type) is made at the Board Meeting.
(1) Appointment and dismissal of Directors and Kansayaku[Criteria for appointment of Directors](i) To have extensive experience, splendid record of achievement or great insight in certain fields
concerning corporate management, which are necessary for making important decisions at the Board
Meeting and for supervising other Directors’ work.
(ii) To have a high degree of ethics and law-abiding spirit.
(iii) For executive Directors, to have capacity, experience, record of achievement, etc. necessary for
performing the duties they are in charge of.
[Criteria for appointing Kansayaku](i) To have the experience and capacity necessary for supervising the lawfulness and appropriateness of
Directors’ performance of duties, as well as the appropriate knowledge concerning finance, accounting
and legal affairs.
(ii) To have a high degree of ethics and law-abiding spirit.
In case where any of the Directors or Kansayaku is in deviation from the appointment criteria for each one ofthem, the Nomination and Remuneration committee will examine the situation strictly and, if concluding thatdismissal is appropriate, the committee will propose dismissal of Directors or Kansayaku to the Board Meeting.
The Board Meeting will examine it strictly and, if concluding that dismissal is appropriate, will propose it to theGeneral Meeting of Shareholders, which will make a decision on dismissal.
(2) Appointment and dismissal of CEO[Criteria for appointing CEO]The criteria for appointing CEO are the criteria for appointing Directors to which the following requirement
is added.
(i) To have the capability of concretely describe what the businesses of our Group should be on a medium
and long terms, as well as its vision and the strategies for its realization.
(ii) To have the leadership of directing the organization on a global basis and the potential of executive
power for doing all he/she can do for the realization of the vision.
(iii) To have the power of cooperation with which he/she can build a wide-ranging relationship with internaland external, various stakeholders.
In case where the CEO becomes to be deviating from the appointment criteria, or where the sales and profits
are considerably in short of those projected in the medium- and long-term management plan, the Nomination
and Remuneration committee will closely examine whether it is the most suitable decision to dismiss the CEO
and appoint a new one and, when it concludes it is the most suitable, it will propose it to the Board Meeting. It
will be strictly deliberated at the Board Meeting and, if it concludes that dismissal is the most suitable action, it
will resolve on the dismissal of the CEO.
(3) Appointment and dismissal of executive officers (entrustment type)[Criteria for appointing executive officers (entrustment type)](i) To have capacity, experience, record of achievement, etc. necessary for performing the duties they arein charge of.
(ii) To have a high degree of ethics and law-abiding spirit.
In case where an executive officer (entrustment type) becomes to be deviating from the appointment criteria,
the Nomination and Remuneration committee will closely examine it and, when it concludes it is necessary, it

3

CORPORATE GOVERNANCE REPORT

will propose the dismissal to the Board Meeting. It will be strictly deliberated at the Board Meeting and, if itconcludes that dismissal is the most suitable action, it will resolve on the dismissal of the executive officer(entrustment type).
With regard to the executive officer (employment type), the CEO will propose the appointment of a candidate,or the dismissal to the Board Meeting, which will make a decision on it.
(v) Explanation about the individual appointment and designation for the case where the Board appoints the
management executives as well as designates candidates for Directors and Kansayaku based on the provisions(iv) mentioned above.
Reasons for nominating the candidates for respective Directors and Kansayaku are stated in the Notice toConvene the General Meeting of Shareholders.
[Supplement principle 4-1 [1] Scope of entrustment to the management and its outline]
The Board of our company formulates the fundamental principle of management, formulates medium- andlong-term management strategic plan and constructs the internal control system, as well as makes decision on
important managerial matters stipulated by laws, regulations, Articles of Incorporation, internal rules, etc.,
aiming at sustainable growth of our Group’s corporate value.
We have established the executive officer system as the business executing system based on the Board’s
decision making: While executive officers execute business following the Board’s decision, authority
concerning the matters not covered by the matters to be resolved by the Board Meetings are devolved to
executive officers, based on the internal rules.
[Principle 4-9: Independence Standards and Qualification for Independent Directors]
We have formulated the standards for the independent, Outside Directors / Kansayaku based on the standards
for independence provided for by the Tokyo Stock Exchange. For details of the standards, please refer to thesection II. 1 of this report, “[Matters related to independent Directors / Kansayaku] Other matters concerning
independent Directors / Kansayaku.”[Supplement principle 4-1 [3] Succession Plans for CEO and other officers]
The Nomination and Remuneration committee monitors succession plans proposed by CEO in terms ofobjectivity, fairness, and validity, assist to refine and optimize criteria for appointing CEO and development
plans through the discussion based on experiences and know-how of each member, reviews the roadmap, selects
candidates, establishes and implements development plans, and reviews the process for evaluating, narrowing
down, and replacing candidates in a timely manner.
[Supplement principle 4-11 [1] Our views on the balance between knowledge, experience and capacity, thediversity and the scale of the Board as a whole]
The Board of our company should be composed of diverse Directors having different backgrounds in termsof experience, capacity, record of performance, etc. without regard to their gender or nationality and, at the sametime, should maintain the personnel appropriate for effectively displaying its function of decision making andsupervising. In addition, we will propose to the General Meeting of Shareholders the bill for election of morethan one independent, Outside Director, aiming at further improvement of the supervising function of the Boardand securing diversity.
[Supplement principle 4-11 [2]: The posts concurrently held by Directors or Kansayaku]
We will disclose the situation of Directors or Kansayaku concurrently holding other important posts in the
Notice to Convene the General Meeting of Shareholders or in the Annual Securities Report. We believe that
our company’s Directors and Kansayaku are concurrently holding the posts within a reasonable extent that will
not interfere with performance of their duties as our Directors or Kansayaku.
[Supplement principle 4-11 [3]: Analyzing and evaluating the Board’s effectiveness]
1．Method of assessing
・Basic materials (such as bills of the Board, time the Board takes, etc.) concerning the assessment of the4

CORPORATE GOVERNANCE REPORT

effectiveness are distributed to all of the Directors and Kansayaku.
・The “Table of Assessment of Effectiveness” is distributed to those mentioned above, and the responses are
obtained.
・The assessment is to be made from the four viewpoints of: Operation of the Board, Scale and Structure of
the Board, Provision of information to Outside Directors and Kansayaku, and Roles of the Board.
・In addition to the quantitative count of the assessment, the “points to be valued” and the “points about which
improvement is needed” are analyzed.
・The improvement plan is deliberated at the Board, and the resolution will be adopted as a plan for improving
the effectiveness of the Board.
2．Summary of the result of assessment
・The Board is compact and efficient as it consists of six members. It is made up with the competent people,
including two non-Japanese members, who have a variety of specialty and insight.
・Active discussion is held at the Board, thanks to the chairperson’s proceedings in which listening attentively
to the opinions with each other is emphasized, and the participants, centering at Outside Directors, makeremarks positively.
・Resolutions which are important for the corporate management are sufficiently deliberated with more than
one conference without missing opportunities. Quantitative information such as monthly businessperformance and managerial indicators are also sufficiently reported and discussed.
At the same time, in an attempt to further increase the effectiveness, we would like to proceed with themeasures mentioned below:
・Further improvement of the discussion on medium- and long-term business strategies, risk management,internal control system, etc.
・Further increase in the opportunities, other than the Board, to provide information to Outside Directors.
[Supplement principle 4-14 [2]: Training for Directors and Kansayaku]
When a Director or a Kansayaku is newly appointed, we will provide him/her with an opportunity to obtainunderstanding of the duties and responsibilities of Directors or Kansayaku, actual businesses of the Board or the
Board of Kansayaku, our corporate governance system, and other matters. However, when Outside Director or
Outside Kansayaku is newly appointed, we will explain the above-mentioned matters taking into consideration
his/her experience and specialized filed and, in addition, we will provide him/her with an opportunity to deepen
understanding of our businesses, such as the explanation about details of our businesses, presentation of works,
and participation in the meetings for exhibition of our products.
[Principle 5-1: Policy for Constructive Dialogue with Shareholders]
For our principle concerning the constructive dialogues with our shareholders, please refer to section III. 2 ofthis report, “Activities concerning the IR --- Others.”
2. Capital structure
Percentage of shares held by foreign investors

30% or more

[Major shareholders]Name of shareholder

Number of shares held

TAIYO JUPITER HOLDINGS, L.P.
The Master Trust Bank of Japan, Ltd. (trust account)
Custody Bank of Japan, Ltd. (trust account)
JP MORGAN CHASE BANK 380055
NORTHERN TRUST CO. (AVFC) RE UKDU
UCITS CLIENTS NON LENDING 10 PCT
TREATY ACCOUNTNORTHERN TRUST CO. (AVFC) RE FIDELITY
FUNDS

5

13,920,030
1,336,000
1,295,720
842,900
625,300

Percentage
ownership
49.76
4.77
4.63
3.01
2.23

605,995

2.16

CORPORATE GOVERNANCE REPORT

Custody Bank of Japan, Ltd. (trust account 9)
SSBTC CLIENT OMNIBUS ACCOUNTBBH FOR MATTHEWS JAPAN FUND
Jun-ichi Miki

603,400
514,400
481,800
451,468

The controlling shareholder-

Parent company

-

2.15
1.83
1.72
1.61

Supplementary explanation
The data on major shareholders represents that as of June 30, 2021.
3. Attribute of the company
Listed Section
Fiscal year end
Business category
Number of employees at the end of the most recent
fiscal year (on a consolidated basis)
Sales in the most recent fiscal year (on aconsolidated basis)
Number of consolidated subsidiaries at the end of
the most recent fiscal year

Tokyo Stock Exchange, First Section
December
Other miscellaneous products
1,000 or more
JPY 10 bn or more but less than JPY 100 bn
10 or more but less than 50

4.

Our policy concerning the measures to protection of minor shareholders in case where we deal with the controllingshareholder-

5.

Other special factors which may have important influence on the corporate governanceNot applicable.

6

CORPORATE GOVERNANCE REPORTII. Other matters regarding the corporate governance system including the managerial administration system inconnection to the decision-making on, execution of and supervision over the business management
1. Matters concerning the structure of the organ, operation of the organization, etc.
Type of organization
Company with the Board of Kansayaku[Matters related to Directors]
Number of Directors stipulated by the Articles ofIncorporation
The period of the term of office of Directors stipulatedby the Articles of Incorporation
Chairperson of the Board Meeting
Number of Directors
Situation of appointment of Outside Directors
Number of Outside Directors
Number of those designated as independent Directors
among the Outside Directors

15
One yearCEO
6
Outside Directors are appointed
4
3

Relationship with the company (1)NameAttributeaRelationship with the company (*1)
b c d e f g h i j

Isao Minabe
Coming from other company
Kazuaki Tsutsumi
Coming from other company
Toshihiko Oinuma
Attorney
Sachiko Murase
Attorney*1: Selections representing the relationship with the company:a.

ｋ○Executing person of a listed company or its subsidiary.

b. Executing person or non-executing Director of a parent company of a listed companyc.

Executing person of a sister company of a listed company.

d.

The person transacting businesses mainly with listed companies, or its executing person.

e.

A listed company’s important business partner or its executing person.

f.

Consultant, accounting expert or legal expert who receives a large amount of pecuniary or other property, besides remuneration
for Director, from a listed company.

g.

Major shareholder of a listed company (or its executing person, if the major shareholder is a corporation).

h. Executing person of a business partner (the person himself/herself only) of a listed company (which does not fall under any of
the categories d, e, or f).
i.

Executing person of a party with which there is a relationship of mutual appointment of Outside Directors (the personj.

Executing person of a party (the person himself/herself only) to which a listed company makes donation.

himself/herself only).
k. Others

7

CORPORATE GOVERNANCE REPORT

Relationship with the company (2)NameIsao Minabe

Kazuaki Tsutsumi

Independent
Director{

Supplementary explanation on
the items of conformity-

Our company does notdesignate Mr. Tsutsumi as
Independent Director, since heis the Director of Taiyo PacificPartners, L.P. which indirectly
and completely controls Taiyo
Jupiter Holdings GP Ltd. which
has authority to act on behalf of
Taiyo Jupiter Holdings, L.P.,
our largest shareholder.

8

Reasons for appointment
He has a very wide range
of knowledge concerning
corporate management
through his experience inserving as President andRepresentative Directorof a company listed on
the First Section of theTokyo Stock Exchange.
Since his appointment as
Outside Director of ourcompany in November
2014, he has provided
appropriate advice tocontribute to improving
corporate value of ourcompany by utilizing his
insight from an objective
standpoint as Outside
Director. Our company
has appointed him asbased on its belief that hewill perform supervisory
functions over businessexecution appropriately.
He has a wide range of
insight in business
management and otherareas, acquired throughhis abundant experiencein global business and his
engagement in an
important post at an
investment company.
Since his appointment as
Outside Director of ourcompany in March 2019,he has provided
appropriate advice tocontribute to improving
corporate value of ourcompany by utilizing his
insight from an objective
standpoint as Outside
Director. Our company
has appointed him basedon its belief that he will
perform supervisory
function over businessexecution appropriately.

CORPORATE GOVERNANCE REPORT

Toshihiko Oinuma{-

Sachiko Murase

{

-

9

He has legal knowledge
and a wide range of
insight acquired as an
attorney-at-law throughhis abundant experiencein global cases andmastery of internal
controls. He served as
Outside Kansayaku of
our company from March
2016 to March 2020.
Since his appointment tothe current position as
Outside Director of ourcompany in March 2020,
he has continuously
provided adequate
support to contribute toimproving corporate
value of our company byutilizing his insight froman objective standpoint.
Our company has
appointed him based on
its belief that he will
perform supervisory
function over businessexecution appropriately.
She has businessexperience as an
attorney-at-law
specializing in corporate
legal affairs and a highdegree of expertise
regarding corporate
governance as well as
abundant experience as
Outside Director andOutside Kansayaku atlisted companies. Our
company has appointed
her based on its belief
that she will perform
supervisory function overbusiness execution
appropriately as Outside
Director of our company.

CORPORATE GOVERNANCE REPORT[Voluntary committee]
Whether there is a voluntary committee whichcorresponds to the designation committee or the
remuneration committee.

Yes

Situation about the installment of voluntary committees; attributes of the committee members and the president(chairperson)
Voluntary committee corresponding to the designation committee
Title of the committee
Nomination and Remuneration committee
Total number
Number of
Number of
Number of
Number of
Number of
Presidentof committee
full-time
insideOutsideinternal
other(Chairperson)
members
members
Directors
Directors
experts
participants
5
0
1
4
0
0 Outside
Director
Voluntary committee corresponding to the remuneration committee
Title of the committee
Nomination and Remuneration committee
Total number
Number of
Number of
Number of
Number of
Number of
Presidentof committee
full-time
insideOutsideinternal
other(Chairperson)
members
members
Directors
Directors
experts
participants
5
0
1
4
0
0 Outside
Director
Supplementary explanation
We have installed the Nomination and Remuneration committee, which performs the functions of bothdesignation committee and remuneration committee. The Nomination and Remuneration committee assumes
the roles mentioned in “(iii) The policy on the determination by the Board of remuneration for the management
executives and Directors and related procedures”, “(iv) Principle and procedures for the occasions on which theBoard appoints or dismiss the management executives or designated candidates for Directors or Kansayaku”,
and [Supplement principle 4-1 [3] Succession Plans for CEO and other officers] described in [Disclosure basedon the principles of the Corporate Governance Codes] and [Principle 3-1: Full Disclosure]. The members of theNomination and Remuneration committee are Jun-ichi Miki, CEO and Representative Director, Isao Minabe,Kazuaki Tsutsumi, Toshihiko Oinuma, and Sachiko Murase, Outside Directors.
[Matters related to Kansayaku]
Whether the Board of Kansayaku has been installed.

It has been installed.

Number of Kansayaku stipulated by the Articles ofIncorporation

4

Number of Kansayaku

3

The cooperation among Kansayaku, accounting auditors and internal auditing division.
We have installed the division engaging in internal auditing within our company, which implements internal
audit, with regard to our company and subsidiaries. The division in charge of internal audit directly reports to
CEO and Representative Director.
The Board of Kansayaku audits the Directors’ execution of their duties, etc. Besides, Grant Thornton Taiyo LLC,
the accounting auditor, conducts ordinary accounting audit.
The auditing system of our company has three fundamental pillars of audit by Kansayaku, internal audit, andaccounting audit by accounting auditor.
The audit by Kansayaku is conducted for the purpose of protecting the benefit of the shareholders and thecreditors, the accounting audit is conducted for the purpose of protecting investors, and the internal audit isconducted for the purpose of our Group’s continuous development and increasing of corporate value; we conduct
the three-way audit (audit by Kansayaku, internal audit, and accounting audit), so as to promote the building of10

CORPORATE GOVERNANCE REPORT

the internal control system, which is indispensable for our Group’s sound management and continuous
development, verification and assessment of the operating situation and its effectiveness, with the mutual
cooperation and mutual complement among the three ways of auditing.
The Kansayaku frequently try to communicate with the division in charge of internal audit by sharing theauditing plans and audit records or reports on internal audit. In addition, as required, they implement cooperative
audit of a same division. At the same time, efforts are made for sharing information or awareness of issues:
For example, the accounting auditor is requested to give Kansayaku and the division in charge of internal audit
explanation on the accounting audit plan, or reports on the situation of audit or results of audit while making theaccounting audit or when completing the accounting audit at the end of the fiscal year, or Kansayaku and thedivision in charge of internal audit accompany the accounting auditor’s on-the-spot inspection of inventory.
Status of appointment of Outside Kansayaku
Number of Outside Kansayaku
Number of those designated as independent
Kansayaku among the Outside Kansayaku

Outside Kansayaku are appointed.
33Relationship with the company (1)NameAttributeabMasato Makino

Coming from othercompany
Kazuhiro Ishihara
Coming from othercompany
Yoji Morizumi
Certified public accountant*1: Selections representing the relationship with the company:a.

Relationship with the company (*1)
c d e fg
h I j k△lm△

Executing person of a listed company or its subsidiary.

b. Non-executing Director or accounting councilor of a listed company or its subsidiary.
c.

Executing person or non-executing Director of a parent company of a listed company

d.

Kansayaku of the parent company of a listed company.

e.

Executing person of a sister company of a listed company.

f.

The person transacting businesses mainly with listed companies, or its executing person.

g.

A listed company’s important business partner or its executing person.

h. Consultant, accounting expert or legal expert who receives a large amount of pecuniary or other property, besides remuneration
for Director, from a listed company.
i.

Major shareholder of a listed company (or its executing person, if the major shareholder is a corporation).

j.

Executing person of a business partner (the person himself/herself only) of a listed company (which does not fall under any of
the categories f, g or h).

k. Executing person of a party with which there is a relationship of mutual appointment of Outside Directors (the person
himself/herself only).
l.

Executing person of a party (the person himself/herself only) to which a listed company makes donation.

m. Others

11

CORPORATE GOVERNANCE REPORT

Relationship with the company (2)Masato Makino

Independent
Kansayaku{

Supplementary explanation on
the items of conformity
While Mr. Makino had beenworking for Resona Bank, Ltd.,
our main bank, he resigned in
March 2014 and therefore ourcompany considers there ispresently no possibility ofconflict of interest withshareholders and he holds
independence.

Kazuhiro Ishihara{

While Mr. Ishihara had beenworking for Mitsubishi Bank,
Ltd., the predecessor of ourmain bank, MUFG Bank, Ltd.
he resigned in January 2002 andtherefore our company
considers there is presently no
possibility of conflict of interest
with shareholders and he holds
independence.

Name

12

Reasons for appointment
He has an insight into
finance and accounting
acquired through his
experience of working for
financial institutions for along time. Since his
appointment as Outside
Kansayaku of our company
in November 2014, he has
conducted appropriate
audits to contribute toimproving corporate valueof our company by utilizing
his insight from an
objective standpoint. Our
company has appointed him
based on its belief that hewill provide us with advice
and recommendations toimprove the transparency
and objectivity ofmanagement.
He has knowledge andexperience in finance andaccounting acquired
through his experience ofworking for financial
institutions for a long timeand an extensive insight
into management gained
from his long-term
experience of serving as acorporate manager. Since
his appointment as Outside
Kansayaku of our company
in March 2020, he has
provided appropriate advice
to contribute to improving
the corporate value of ourcompany by utilizing his
insight from an objective
standpoint as Outside
Kansayaku. Our company
has appointed him based on
its belief that he will
provide us with advice andrecommendations toimprove the transparency
and objectivity ofmanagement.

CORPORATE GOVERNANCE REPORT

Yoji Morizumi{

He has knowledge andexperience in finance andaccounting as a certified
public accountant. Since his
appointment as Outside
Kansayaku in March 2020,
he has provided appropriate
advice to contribute toimproving corporate valueof our company by utilizing
his insight from an
objective standpoint as
Outside Kansayaku. Our
company has appointed him
based on its belief that hewill provide us with advice
and recommendations toimprove the transparency
and objectivity ofmanagement.

－[Matters related to independent Directors / Kansayaku]
Number of independent Directors / Kansayaku
6
Other matters concerning independent Directors / Kansayaku
Criteria for the Independence of Outside Directors / Kansayaku
1. The person does not fall under any of the categories mentioned below currently or for the period of recent
one year.
(1) Our company’s main business partner, or its executing person*1(2) The person transacting businesses mainly with our company, or its executing person*2(3) Consultant, accounting expert or legal expert who receives a large amount of pecuniary or other property,
besides remuneration for Director, from our company (or, if the party receiving such property is anorganization such as corporation or partnership, the person who is a member of such an organization)*3(4) Our company’s major shareholder or, if such a major shareholder is a corporation, the executing person of
the corporation*4(5) The party to which our company makes a large amount of donation (or its executing person, if the party
receiving such donations is an organization such as corporation or partnership)*5(6) Executing person of a party with which there is a relationship of mutual appointment of Outside Directors.
2. The person does not fall under the category of an executing person of our company or its subsidiary at present,or the category of a person who was an executing person of our company or its subsidiary during the pastten years (or, however, during the ten years before assuming the position of non-executing Directors or
Kansayaku, if the person had assumed such a position at any time during the past ten years).
3. Neither the person’s spouse, nor person’s relatives of the second degree of consanguinity fall under any of thefollowings during the past one year. This, however, applies only when such spouse or relative is “important”
for business partners*6(1) Parties referred to in (1) through (4) of above 1.
(2) Executing person of our company or its subsidiary.
4. In addition to the above, there is no particular circumstance that may cause conflicts of interest with generalshareholders, in such a manner that the person has continuous transaction relationship with our company.
5. Notwithstanding of the requirements of formality stipulated in the preceding subparagraphs, substantially, if

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CORPORATE GOVERNANCE REPORT

it is considered that there is no fear for occurrence of conflict of interest with general shareholders, we canrecognize the person’s independence through specifying the reasons for it.
*1 “Our company’s main business partner” shall mean our business partner which falls under any of thefollowings:(i) A purchaser or supplier, etc. of our company’s products the transaction value with which surpasses 2% of ourconsolidated sales in the most recent fiscal year.
(ii) A financial institution from which our company borrows funds, the balance of borrowings from whichsurpasses 2% of our consolidated total assets as of the end of the most recent fiscal year.
*2 “Person transacting businesses mainly with our company” shall mean a supplier, etc. of our company’s
products our payment to which surpasses JPY 10 mn and surpasses 2% of such business partner’s sales in
the most recent fiscal year.
*3 “Large amount” shall mean one of the followings depending on the provision of services by such consultant,etc. to our company.
(i) In case where the consultant, etc. is an individual, it will be called a large amount if the consideration it
received from our company surpassed JPY 10 mn annually in the most recent fiscal year.
(ii) In case where the consultant, etc. belongs to an organization such as corporation and partnership, and suchorganization provides service to our company, it will be called a large amount if the consideration such anorganization received from our company in the most recent fiscal year surpassed JPY 10 mn annually and
2% of such organization’s annual consolidated sales.
*4 “Major shareholder” shall mean a shareholder holding 10% or more of the voting rights (including both direct
and indirect holdings).
*5 “Large amount of donation” shall mean a donation of JPY 10 mn or more annually in the most recent fiscal
year.
*6 “Important” shall mean Director, executive officer and executing person ranking General Manager or aboveor, as to the accounting audit corporation or legal professional corporation, certified public accountant or
attorney belonging to such a corporation.
[Matters related to incentives]
Situation of implementation of measuresconcerning grant of incentives to Directors
Supplementary explanation on the relevant items

Introduction of the remuneration system linked withbusiness performanceWith regard to the remuneration for our Directors (excluding Outside Directors), we have introduced the systemcovering, in addition to the basic remuneration, the consolidated business performance-linked bonus and thestock-granting trust type remuneration system. The purposes of introducing such a system are to make clear the
linkage between the remuneration system and our business performance/stock value so as to increase the
Directors’ awareness of their contribution to medium- and long-term growth in business results and expansionof corporate value. Regarding the stock-granting trust, the number of points will be determined based on the
consolidated ROIC, etc., on the basis of the numbers of points determined for each position and, when thereasons for granting the remuneration such as resignation occurs, the shares and money will be granted basedon the accumulative total number of the points.
Parties eligible to be granted stock options
Supplementary explanation on the relevant items--[Matters related to Directors’ remuneration]
Status of disclosure
Only a portion of remuneration is individually disclosed.
Supplementary explanation on the relevant items
Concerning the member receiving JPY 100 mn or more as a total of consolidated remuneration, etc., individual
disclosure is made in the Business Report and the Annual Securities Report. The Business Report and theAnnual Securities Report are open to the public in such ways as posting in our company’s Website.

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CORPORATE GOVERNANCE REPORT

Yes
Whether there is the principle for the amount of
remuneration or the method of calculating the
remuneration
Details of the disclosure of the principle for the amount of remuneration or the method of calculating the
remuneration
Resolution was adopted at the Extraordinary General Meeting of Shareholders held on September 14, 2020 thatthe amount of remuneration for our Director should not exceed JPY 500 mn as a limit of monetary remuneration
including bonuses. With regard to the stock-based remuneration, resolution was adopted at the Ordinary General
Meeting of Shareholders held on March 30, 2021 that the stock-granting trust would be utilized, that the upper
limit on the trust fund to be contributed in the two fiscal years including the year ending December 31, 2021
and the year ending December 31, 2022 should be JPY 200 mn, and that, assuming the case where the same
system is maintained thereafter, the upper limit on the trust fund for every three fiscal years should be JPY 300
mn.
For the policies, etc., please refer to the section II. 1 of this present report, “Our basic view [Disclosure pursuant
to the principles of the Corporate Governance Codes].”[Supporting system for Outside Directors (Outside Kansayaku)]
Centering at the matters for discussion placed at the Board Meeting, information necessary for performance of
duties will be provided as required in an appropriate and timely manner so as to improve the deliberation at theBoard Meeting.
At the same time, Kansayaku shall have the right to instruct the staff members of the audit division to support
the auditing business as the assistant for the service.
2.

Matters related to the functions of business execution, audit/supervision, remuneration determination, etc. (outlineof the current corporate governance system)(i) Board
The Board which consists of six members (including four Outside Directors) formulates the fundamental
principle of management, formulates medium-term management plan, constructs the internal control system,
makes decisions on important managerial matters stipulated by laws, Articles of Incorporation, internal rules,
etc. and supervises the Directors’ performance of business management. The Board holds a meeting regularly
on a monthly basis and, when there are matters requiring emergency resolution, holds extraordinary meetings
or written resolution.
(ii) Board of Kansayaku
The Board of Kansayaku consists of three Kansayaku (including three Outside Kansayaku) and holds a meeting
regularly on a monthly basis. The Board of Kansayaku meeting formulates the plan for Kansayaku audit and thereport on the Board of Kansayaku audit and, in addition, a report is made on the implementation of audit basedon the audit plan mainly by full-time Kansayaku and discuss matters concerning the Board’s matters fordiscussion. In addition, as required, the Board of Kansayaku holds, extraordinary meetings. Besides, in order tograsp the process of decision-making on important matters as well as the situation of performance of duties,
Kansayaku attend important internal meetings other than the Board Meetings and, in addition, are endeavoring
to supervise the Directors’ business performance by such ways as to visit subsidiaries for inspection.
(iii) Risk Management / Compliance Committee
We have established the "Risk Management / Compliance Committee" as an organization to report matters thatare particularly important in terms of risk management or compliance, and disseminate and approve its
countermeasures. The committee is chaired by CEO and is composed of executive Directors and executive
officers.
(iv) Nomination and Remuneration committee
Our policy is to establish a voluntary Nomination and Remuneration committee which consists mainly of
independent Outside Directors in order to ensure transparency and fairness in appointment/dismissal of
Directors and Kansayaku as well as CEO and executive officers, along with determination of remuneration.
(v) Agreements for limiting responsibilities
Based on the provisions of the Articles of Incorporation and Article 427 of the Company Law, we haveconcluded with all the Directors (excluding Executive Directors) and Kansayaku the agreement that, concerning
the responsibility for damages stipulated in Article 423-1 of the Company Law, if they perform duties in good

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CORPORATE GOVERNANCE REPORT

faith and there are no gross negligence, the maximum compensation for the damage shall be the minimum
liability provided for by the laws.
3.

Reasons that we have selected the current corporate governance system
We have selected the style of a Company with a Board of Kansayaku so as to ensure appropriate and proper
performance of duties through the supervision by Directors and the audit conducted by Kansayaku who have awide-ranging investigation authority. In addition, we have installed the Nomination and Remunerationcommittee to complement the Board to ensure transparency and fairness in important personnel affairs.

III. Implementation of measures concerning shareholders and other stakeholders
1. Our engagement for vitalization of the General Meetings of Shareholders and for facilitating exercise of voting
rightsSupplementary explanation
Early distribution of
In order to allow shareholders to secure time sufficient for examining the bills of thethe notice of General General Meeting of Shareholders and to properly exercise their voting right, we will
endeavor to send our notice of the meeting earlier than legally required. In addition,
Meeting ofprior to distribution of such notices, we post the contents in the Websites of the stock
Shareholders
exchange and that of our company.
Setting the day of the Since our company closes accounts in December, we will not hold the General
General Meeting of
Meeting of Shareholders on the days on which a number of Shareholders’ Meetings
are held concentratedly.
Shareholders
avoiding theconcentration dates

2.

We introduce the system for exercising voting rights by an electronic method.
Exercise of voting
rights by electronic
methods
Engagement for
Taking the percentage of institutional investors into consideration, we are planning to
improving thestudy the possibility of participating in the platform for electronic exercise of voting
rights.
environment for
institutional
investors’ exercise of
voting rights
including ourparticipation in theplatform forelectronic exercise of
voting rights
We post English-language convocation notices of meeting in our Website as and theProvision of
platform for electronic exercise of voting rights.
(summary of) thenotice of General
Meeting of
Shareholders in
EnglishActivities in relation to the IR
Whether there will
be an explanation
Supplementary explanationby therepresentative
We disclose it in our Website.
Preparation anddisclosure of thedisclosure policy
Regular holding ofWe are planning to hold explanatory meetings for individualYes
explanatory meetings investors, though the holding will not be on a regular basis.

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CORPORATE GOVERNANCE REPORT

for individual
investors
Regular holding of
explanatory meetings
for analysts andinstitutional investors
Regular holding of
explanatory meetings
for overseas investors
Posting the IR-relatedmaterials in our
WebsiteInstallment of adivision (person in
charge) related with
the IR activities
Others

We explanatory meetings on our business results for analysts andinstitutional investors on a regular basis.

Yes

We are planning to take a positive attitude toward implementationof such meetings in the future.

Yes

We establish an IR site within our Website so that we post oursummary of accounts, materials to be used at the explanatory
meetings on business results, securities reports, quarterly reports,
materials for timely disclosure, etc.
We install IR persons in charge.

We have provided our policy for constructive dialogs withshareholders as follows:
Policy for Constructive Dialogs with Shareholders, etc.
(Administration of dialogs with shareholders, etc. and theinternal system)
The officer who is in charge of the division engaging in the IR
shall administrate all the aspects of the dialogs with shareholders,etc. so that the constructive dialogs with shareholders, etc. will be
realized. If a shareholder, etc. requests individual dialogs,
interviews with CEO, other Directors or executive officers may
be held, if necessary, taking into consideration the shareholder’s
desire and main interest with the division engaging in the IR at
the center.
The division in charge of the IR will act as the liaison for the
dialogs with shareholders, etc. and will cooperate with the
Corporate Planning Division, Finance Division, Sales Divisionand others to realize the fulfilling dialogs.
(Engagement related to improvement of dialogs)
In addition to the General Meetings of Shareholders andindividual dialogs with shareholders, we will hold explanatory
meetings on business results on a quarterly basis and explanatory
meetings for individual investors, and visit on a certain cycle
overseas institutional investors, in an attempt to promote
understanding of our managerial strategies as well as businessplans with medium- and long-term viewpoints.
We will disclose in our Website our management plan,
explanatory materials to be used at explanatory meetings on
business results, etc.
(Feedback to the people in the company)
We will feed back the useful opinions, interest, concerns, etc.
which we gather through the dialogs with shareholders, etc. to theBoard or the management executives and reflect them properly in
our company’s business management.

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CORPORATE GOVERNANCE REPORT(Management of the insider information)
We will strictly manage the insider information based on ourinternal rules and will not refer to it when having dialogs withshareholders, etc. We will refrain from making responses to thequestions about our business results or any comment on them, forthe period from the day following the date of quarterly closing ofaccounts to the day of business results announcement.
3.

Our engagement concerning the respect of the stakeholders’ standpoint
Supplementary explanation
To provide for the
Our company has formulated “The Roland Way” which summarized the common
principles for realization of our corporate philosophy, including the corporate stance,
respect of thethe codes of conducts which Directors / Kansayaku, officers or employees of our
stakeholders’Group should bear in mind, and the basic views on the activities in respective
standpoint byfunctions of development, marketing, etc. as well as vitalization of human resources,internal rules, etc.
as the attitude toward realization of our corporate philosophy.
In addition, we have formulated the “Roland Group Compliance Guidelines” as thestandards of compliance, which is prepared in the structure of chapters mentioned
below.
I. Thoroughly comply with laws and regulations, respect social norms, and always
engage in corporate activities based on sound judgment.
II. The best products in terms of performance and quality shall be provided.
III. Fair and equitable competition shall be promoted when engaging in any businessactivities, and healthy relations with clients will be forged.
IV. Management, financial, and other types of corporate information will be
accurately disclosed on a timely basis.
V. A sound working environment will be maintained, the human rights of eachindividual will be respected, and no actions that give rise to discrimination will be
undertaken whatsoever.
VI. Corporate assets will be appropriately used, managed, and kept and will not be
used for non-business purposes.
VII. Environmentalist activities and cultural and artistic activities shall be promoted
as a means of contributing to society.
Implementation of
In the “Roland Group Compliance Guidelines,” we clearly state that we will
“Environmentalist activities and cultural and artistic activities shall be promoted as a
the environment
means of contributing to society.” and are promoting those activities.
protecting activities,
CSR activities, etc.
Formulation of
In order to make the business management even more transparent, we make timely
principles concerning and appropriate disclosure to each stakeholder based on the rules provided for by the
Tokyo Stock Exchange and the Financial Instruments and Exchange Law.
provision of
information to
stakeholders, etc.

IV. Matters concerning the internal control system, etc.
1. Basic view on the internal control system and how it has been arranged
Our company has a basic principle maintained consistently from its foundation, which is expressed in threeslogans of “Inspire the Enjoyment of Creativity,” “Be the BEST rather than the BIGGEST,” and “Cooperative
Enthusiasm for All Stakeholders,” and that is our corporate philosophy to apply to all the companies of theRoland Group.
As our engagement for realizing this corporate philosophy, we have resolved as follows at our Board Meeting
concerning the system for ensuring the appropriateness of the Roland Group’s business.
1． The system to ensure that the execution of duties by the Directors of our group and employees conforms
with laws, regulations and articles of incorporation

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CORPORATE GOVERNANCE REPORT(1) We formulate the “Roland Group Compliance Guideline”, which is the basic guiding principle forobservance of the compliance in our group and make it known to everyone in the group aiming at overall
observance of laws and regulations.
(2) The divisions in charge of compliance of our company and its major subsidiaries promote the building ofcompliance observance system in the entire group in cooperation, in such ways as checking with each otherwhether there is a risk concerning the compliance, regularly and as required, and holding discussion on
implementing educational programs.
(3) We establish an internal reporting system in our company so that a suspicion may be conveyed regarding theviolation of laws or regulations, or wrongdoing by the management or employees of our company, or the actions
which may lead to such conduct and, at the same time, we establish the global internal reporting system sothose employees of subsidiaries may report their suspicion about the violation of laws or regulations, or
wrongdoing, etc., aiming at increasing the clean-itself-up function of the entire group.
(4) The internal audit division of our company takes charge of the audit of the entire group of our company and,at the same time, reports to the Board and to the Board of Kansayaku every year on the plan and result of its
internal audit so as to increase the effectiveness of the internal audit of the entire group of our company
through promoting collaboration between the Board /Board of Kansayaku and the internal audit division.
2． The system concerning the preservation and management of information concerning the Directors’ executionof their duties(1) The information about the Directors’ execution of their duties, including the minutes of such important
meetings as the General Meeting of Shareholders and the Board Meetings as well as the authorization
memoranda, is made into documents and preserved and managed based on the laws and regulations as well asinternal regulations such as the “Document Management Regulations”.
(2) Directors and Kansayaku of our company may peruse such documents, in case where it is necessary for
performance of their duties.
3． Regulations and other systems concerning the management of the risk of losses of our group(1) We build an appropriate management system against various types of risk surrounding our group, by laying
down the “Fundamental Regulations for Risk Management”.
(2) We conduct the risk management covering the entire group of our company by identifying the risk importantto our group, and analyzing and assessing the probability of occurrence and the degree of influence at the Board
Meetings to regularly review the principles for coping with it.
(3) With regard to the risk about which the possibility of occurrence of losses has surfaced, we verify thecountermeasures and make the measures for prevention of recurrence be known to everyone at the Risk
Management Compliance Committee consisting of our executive officers, based on the reports from our
executive officers and from our subsidiaries.
(4) In an emergency, CEO forms the responding organization as the chief administrator in the crisis management
system, and grasps the situation and takes appropriate steps based on the business continuity plan prescribed inadvance.
4． The system to ensure the efficient performance of duties of Directors of our company group(1) Our company adopts the executive officer system so that we can keep the number of Directors to a small one
to further improve the quality of discussion at the Board Meeting and can rapidly make a decision.
(2) The Board holds the meeting once a month in principle to decide on the matters related to determine thefundamental principles and strategies for the group management, to the execution of important businesses andto supervise the Directors’ execution of their duties.
(3) Our company formulates our company group’s medium- and long-term business plan as well as annual planat the Board. Our company and its subsidiaries perform the businesses according to such plans, and review
regularly the progress of implementation.
(4) Our company appoints an executive officer for each one of the functions to build the system which allows
to manage and supervise the execution of businesses of the entire group including subsidiaries by each function,
so that we can operate the group management efficiently.
(5) Authorization for approval of the matters concerning our company is clearly stipulated in the “Regulations
for Approval”. In addition, from among the matters concerning subsidiaries, the matters which require approvalof our company are clearly stipulated in the “Regulations for Management of Affiliates”. By doing so, it is aimed

19

CORPORATE GOVERNANCE REPORTat that the responsibility about the decision-making for the entire group of our company will be specified andthe performance of duties will become more efficient.
5． The system concerning the reports to our company on the subsidiary Directors’ execution of their duties(1) In the “Regulations for Management of Affiliates”, we specify the matters concerning the subsidiary
operation, including business results and financial status of subsidiaries, and the matters which may affect thegroup, such as the occurrence of risk, as the matters on which reports should be made by the subsidiaries to therelevant division of our company, and we make it thoroughly known to everyone in the group.
(2) The corporate planning division of our company supervises to confirm whether the reports from subsidiaries
are made accurately and appropriately, and continues improvement of the reporting system and giving guidance
about it.
6． The system to guarantee the effectiveness of the audit by Kansayaku(1) Kansayaku may instruct the personnel of the internal audit division of our company to assist in the auditing
business as an assistant to his/her business.
(2) Personnel assessment, appointment, and personnel change of the personnel of the internal auditing division
shall be subject to the agreement by Kansayaku, to ensure the independence from Directors.
(3) When a member of the personnel of the internal auditing division assists Kansayaku in performing duties,
he/she will exclusively obey Kansayaku’s instructions and command.
(4) Kansayaku may at any time as required request Directors or employees of our company or its subsidiaries
to report to him/her.
(5) If there are any actions which are (or may possibly be) in violation of laws, regulations or articles ofincorporation, or facts which may possibly cause the company significant losses, a report will immediately bemade to Kansayaku.
(6) If a report is made in the internal reporting system, the fact of a report has been made and its contents will
be reported to Kansayaku.
(7) Our company arranges the system so that the person who has reported to Kansayaku or used the internalreporting system will not be treated or handled improperly.
(8) We will form a budget in advance to cover the expenses that are necessary for performing duties ofKansayaku and, if expenses arise in an emergency for performing the auditing business or being paid
temporarily, the company defrays them.
(9) Kansayaku may attend the important, internal meetings and express his/her opinion.
(10) Kansayaku shall hold meetings regularly, or as required, with President to exchange views, etc. concerning
important subjects in connection to auditing.
(11) Kansayaku shall hold meetings regularly with the accounting auditor to exchange views, etc. concerning
matters related to accounting.
2.

Basic views on the elimination of antisocial power and how it has been arranged(1) Basic views
Our company’s basic principle is to take a dauntless attitude against the antisocial power and will have no
relationship and no deals with it.
(2) How it has been arranged[1] In the “Roland Group Compliance Guidelines”, the basic principle mentioned above has been stipulated as
one of the behavioral standards, which has been made known to every Directors / Kansayaku, officer andemployee. In addition, as internal rules, we have established “Rules for Elimination of Antisocial Power” and“Gist of the Implementation of the Rules for Elimination of Antisocial Power” to arrange the system for the
exclusion of the deals with antisocial power and, at the same time, we make checks to confirm that thecounterparty of a transaction is not the antisocial power.
[2] We have assigned the person in charge of preventing unreasonable demand in the Personnel & Corp. Affairs
Dept., which is the department to supervise the responses to unreasonable demand and made a notification to
the public safety commission.
[3] We have participated in the Shizuoka Prefecture Council on Measures to Protect Corporations, which has
been established for the purpose of protecting corporations, and are endeavoring to collect information on andobtain knowledge of the antisocial power with the division in charge of response at the center, and, at the same

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CORPORATE GOVERNANCE REPORT

time, if a case of unreasonable demand, etc. occurs, our system will enable us to report to and consult with theCouncil, police, National Center for the Elimination of Boryokudan and lawyers promptly.

V. Others
1. Whether Anti-takeover measures have been introduced
Introduction of Anti-takeover measures
No
Supplementary explanation on the relevant items
2.

Other matters concerning the corporate governance system, etc.
-

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CORPORATE GOVERNANCE REPORT[The schematic depiction (reference material)]

22

CORPORATE GOVERNANCE REPORT[Outline of the timely disclosure system (the schematic depiction)]23