Company Systems
Systems to ensure that the execution of duties by directors complies with laws andregulations and the articles of incorporation as well as systems to ensure that thebusiness operations of the Company and the Group as a whole are duly executed
The Group will proceed with the establishment of internal control systems from theperspective of Group management and promote sound, transparent, and efficientmanagement.
1) System to ensure that the execution of duties by directors complies with laws andregulations and the articles of incorporation
・Directors shall perform their duties in a legally compliant and appropriate mannerin accordance with officer regulations and the MARUI GROUP Code of Conduct.
・The Board of Directors shall hold meetings, in principle, 10 times a year andsupervise the execution of duties by directors.
・Audit & Supervisory Board members shall audit independently the execution ofduties by directors and executive officers in accordance with the regulations of theAudit & Supervisory Board.
・Multiple highly independent external directors and external Audit & Supervisory
Board members shall be appointed to enhance the objectivity and transparency ofmanagement.
・The following four committees shall be maintained as advisory bodies to the Boardof Directors.
i. Nominating and Compensation Committee (at least three members, two or moreof whom should, in principle, be external directors) responsible for improving
the transparency and objectivity of the decision-making process related to thenomination of directors and executive officers bearing special titles and tocompensation systems for directors and executive officers
ii. Sustainability Committee tasked with promoting co-creation sustainability
managementiii. Strategy Committee intended to contribute to ongoing improvements incorporate value by discussing and providing recommendations regarding
Groupwide and business-specific strategies
iv. Human Resource Strategy Committee charged with discussing and providing
recommendations regarding Groupwide human resource strategies for thepurpose of driving ongoing improvements in corporate value2) System for maintaining and managing information regarding the execution ofbusiness by directors
・The Company shall implement regulations for managing documents, pursuant towhich minutes of meetings of the Board of Directors and other important
documents related to the execution of duties by directors shall be maintained.
3) Regulations related to controlling risk of loss and other systems

・The Company shall maintain seven committees for improving management ofhigh-risk areas: the Public Relations IR Committee, the Internal ControlCommittee, the ESG Committee, the Information Security Committee, the Safety
Control Committee, the Insider Trading Prevention Committee, and the Financial
Risk Committee. Also, the Compliance Promotion Board, which is chaired by thepresident, shall oversee the aforementioned seven committees and manage risks ona Groupwide basis.
・Through coordination between the General Affairs Division and the Audit
Department, which are responsible for promoting internal control, information on
the operations of Group companies, potential risks, and risk countermeasures is tobe documented and monitored to minimize management risks.
4) System to ensure that directors can execute their duties efficiently
・In accordance with rules regarding authorization, the duties of directors andexecutive officers shall be explicitly defined, and directors and executive officers
shall perform their duties in an efficient and swift manner.
5) System to ensure the reliability of financial reports
・Companywide policies and procedures to ensure reliable financial reporting shallbe formulated and the necessary systems shall be implemented and operated.
・A system shall be established for evaluating risks arising from inappropriate
statements with respect to important items of financial reports and for reducingrisks.
・A system for monitoring the internal control system with respect to financial
reporting shall be established, and the status of implementation of this system shallbe confirmed.
6) System to ensure that subsidiary directors and Group employees execute their duties
in compliance with laws and regulations and the articles of incorporation
・The MARUI GROUP Code of Conduct shall be fully disseminated to promotesound corporate activities grounded on high ethical standards.
・In order to ensure full compliance with laws and regulations and internal rules
across the entire Group, operational manuals in every category shall be preparedand internal training shall be conducted.
・The MARUI GROUP Hot Line (internal reporting system), which allows directcontact with outside lawyers, has been set up to prevent problems from occurringand to facilitate the early detection of problems.
・The Company shall conduct internal audits to maintain an understanding of thestatus of internal controls in order to improve compliance with laws, regulations,and internal rules.
7) Other systems for ensuring the appropriateness of business operations of the Group・Information documented by Group companies shall be continuously reviewed as aninternal control provision.
・Through the Compliance Promotion Board and the abovementioned sevencommittees, MARUI GROUP shall confirm the latest information on the status ofinternal controls at Group companies to maintain appropriate systems.
・Systems shall be established for reporting on important decisions made bysubsidiaries to the Company in accordance with rules regarding authorization.
・Coordination will be pursued between Audit & Supervisory Board members andthe internal audit divisions of Group companies in order to establish auditing
systems for ensuring proper transactions and accounting procedures.
・MARUI GROUP shall refuse any unwarranted demands and disassociate itself
from antisocial organizations that threaten social order and safety and shallstrengthen its ties with external specialists, such as the police and lawyers, toestablish systems to eradicate antisocial organizations.
8) Matters related to employees who have been assigned to assist in the duties of Audit& Supervisory Board members based on requests of said members, issues ofindependence of such employees from directors, and means of ensuring theeffectiveness of instructions to such employees
・Based on the requests of Audit & Supervisory Board members, audit staff with
sufficient skills and knowledge shall be assigned to conduct requested duties.
・Audit & Supervisory Board members shall be allowed to instruct audit staff toassist with their audit work, and directors shall not interfere with such instruction.
9) Systems for reporting to Audit & Supervisory Board members by directors or
employees and systems for preventing disadvantageous treatment of whistleblowers
・The internal audit system shall be reinforced and support functions for Audit &Supervisory Board members shall be strengthened.
・Directors and employees of Group companies shall promptly report to Audit &Supervisory Board members should they become aware of any act of misconduct,
any fact that might be seriously damaging to any Group company, or any act that
could be in violation of laws, regulations, or the articles of incorporation.
・Confirmation shall be sought that whistleblowers have not suffereddisadvantageous treatment as a result of reporting matters of concern to Audit &Supervisory Board members.
10) Matters related to the prepayment of expenses incurred during the execution ofduties by Audit & Supervisory Board members and to reimbursement procedures forand policies concerning processing expenses and liabilities incurred during theexecution of duties by Audit & Supervisory Board members
・When Audit & Supervisory Board members request reimbursement for expenses
incurred during the execution of their duties, such expenses shall be reimbursed,
unless they are deemed unnecessary.
11) Other systems for ensuring effective audits by Audit & Supervisory Boardmembers
・The Board of Directors shall earnestly cooperate with any request made by Audit &Supervisory Board members to ensure that they are able to perform their duties
smoothly.
・Representative directors and Audit & Supervisory Board members shall meet

regularly and mutually confirm the status of the execution of their duties.
・Audit & Supervisory Board members may attend meetings of the Board ofDirectors and other important management meetings as necessary to maintain anunderstanding of the processes leading up to the making of important decisions andof the status of the execution of duties.
・Audit & Supervisory Board members may receive reports or information fromdirectors and employees as necessary and inspect materials and records.
・Audit & Supervisory Board members may serve concurrently serve in equivalent
positions at major subsidiaries in order to effectively share information andaccurately confirm the status of the execution of duties.