December 24, 2021
Company name:

UT Group Co., Ltd.

Representative:

Yoichi Wakayama, President,
Representative Director & CEO(Securities code:2146, TSE First Section)

For inquiries:

Takahito Yamada, Senior Executive
Officer and Division Manager,
General Affairs DivisionTEL:+81-3-5447-1710

Notice Regarding the Results of the Evaluation of the Effectivenessof the Board of Directors of the Company
In accordance with the Corporate Governance Code stipulated by the Tokyo Stock Exchange, UT Group Co.,
Ltd. conducted an analysis and evaluation of the effectiveness of the Board of Directors in order to improve itsfunctions. The results are summarized below.
1.

Method of analysis and evaluation(1)

Evaluation period:

September - October 2021

(2)

Subjects of evaluation: All directors and all audit & supervisory board members, 11 in total(3)

Method of evaluation: Self-evaluation through a Web questionnaire, and the compilation andanalysis of evaluation results by an external organization(4)

Evaluation Items: 5 major items (25 questions in total)
Management and organization of the Board of Directors
Management strategy and business strategy
Corporate ethics and risk management
Performance monitoring, and evaluation and compensation of management
Dialogue with shareholders, etc.

(5)2.

Answer method:

5-level evaluation and free comments and requests for each major item

Summary of the results of the analysis and evaluation
We confirmed that the Board is functioning properly and its effectiveness is generally ensured, based on
the fact that many of the responses to the questionnaire were "5: Appropriate" or "4: Generally
appropriate" out of the five levels in each of the major items, and the following reasons:(1) Management and organization of the Board of Directors
In regard to the independence, gender, experience, and expertise of the Board of Directors, the1 / 3composition of the Board was evaluated as appropriate due to the appointment of a female outside
director and the resulting increased diversity of the Board. In addition, the selection of agenda items
for Board of Directors meetings and the allocation of matters for resolution and matters to bedelegated to the business executive side were evaluated as appropriate.
(2) Management strategy and business strategies
Many expressed the view that UT Group has been achieving sustained growth through the effectivefunctioning of its strategy to develop business centered on advancement in the skills and careers oftechnical employees. They also appreciated the Company’s agile efforts to respond to changes inthe external environment, such as the rise of social demands on sustainability. On the other hand,some expressed the view that the functions of sharing and monitoring progress should be
strengthened concerning the post-merger integration (PMI) of acquired companies, which is related
to the Company’s important M&A strategy in the current medium-term management plan, and in thecase of business process innovation through the promotion of DX.
(3) Corporate ethics and risk management
Many expressed the view that UT Group properly responds to external requests concerning
corporate ethics and shares the status of risk assessment, and that internal auditing is functioning
effectively. On the other hand, some expressed the view that the Board of Directors needs to further
deepen discussions concerning monitoring of the status of risk management associated withorganizational and operational changes.
(4) Performance monitoring, and evaluation and compensation of management
The performance evaluation of each director and each executive officer by the Nomination
Committee (the Nomination and Compensation Committee was established as of August 30, 2021)
was evaluated to be appropriate. Regarding decisions and the decision-making process forcompensation of directors, some expressed the view that the Nomination and Compensation
Committee should formulate how to report to the Board of Directors and be expected to makeclearer announcements.
(5) Dialogue with shareholders, etc.
Many expressed the view that dialogue with shareholders and others is undertaken in a timely andappropriate manner and that the contents are properly reported to the Board of Directors. Someraised the view that, although certain dialogue restrictions have occurred due to the COVID-19
pandemic, the disclosure of information has been enhanced, and that the disclosure of nonfinancial information, especially from the standpoint of sustainability, is expected to further enhance
corporate value.

2 / 3

3.

Future responses based on the results of analysis and evaluation
Based on the results, the Board of Directors will deepen discussions on medium- to long-term
management plans, risk management, and sustainability, and will continue efforts to strengthen thefunction of supervising the progress of the medium- to long-term management plans and the postinvestment reviews of acquired companies. We are committed to further enhancing our corporate
governance and continuing to raise our corporate value.
End3 / 3