TRANSLATIONThis document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated
document and the Japanese original, the original shall prevail.

Corporate Governance Report
Last Update: July 30 2024

Kyushu Electric Power Co., Inc.
Representative: Kazuhiro Ikebe, President & Chief Executive Officer
Tel: +81-92-761-3031
Securities Code: 9508
https://www.kyuden.co.jp/english_ir_index.html
The corporate governance of Kyushu Electric Power Co., Inc. (the “Company”) is described below.

I.

Basic Views on Corporate Governance, Capital Structure, Corporate Profile andOther Basic Information

1. Basic Views
The Company aims to generate sustainable value for all stakeholders in keeping with the Kyuden Group’s
Mission by engaging in operations that are socially meaningful from a long-term perspective. The Company
strives to develop and strengthen the corporate governance system, as its top management priority, to ensurethat the Company conducts its business activities appropriately.
[Reasons for Non-compliance with the Principles of the Corporate Governance Code]
The Company complies with every principle (including details for the Prime Market) based on Japan’s
Corporate Governance Code revised in June 2021.
[Disclosure Based on the Principles of the Corporate Governance Code][Principle 1.4 Cross-Shareholdings]
ｏ Policy regarding cross-shareholdings
With respect to individual cross-shareholdings (holdings of investment shares held for purposes otherthan that of pure investment [holdings of listed shares as deemed shareholdings]), the Company has its
Board of Directors confirm the significance of owning such holdings on an annual basis. This involves
comprehensively taking into account the notion of how such holdings are relevant particularly in terms of
ensuring stable procurement of funds, materials and equipment, contributing to regional development andother elements of business strategy, and achieving symbiosis with communities. It also involves assessing
profitability, future prospects and other such considerations upon having taken into account cost of capitaland other factors. As a result, the Company will sell those cross-shareholdings that are deemed to haveinsufficient significance, and will also promote the sale of those cross-shareholdings that are deemed tohave significance to the Company to the extent possible.
ｏ Standards on exercise of voting rights of shares held as cross-shareholdings-1-When exercising voting rights, the Company decides whether to vote for or against individual proposals basedon comprehensive factors from the perspective of increasing medium- to long-term value of the Company
and enterprises whose shares the Company owns. When it comes to proposals that threaten to erode
shareholder value in particular, the Company appropriately exercises its voting rights upon having gatheredsufficient information from the enterprise whose shares the Company owns and upon having shared details
on managerial risks and other such matters.
(Reference)
As of the end of fiscal 2023, the Company maintains 128 equity holdings of unlisted sharesvalued at ¥64,530 million, among its holdings of investment shares held for purposes otherthan that of pure investment as stipulated by Cabinet Office Order on Disclosure of Corporate
Affairs and other such matters. (With respect to shares other than unlisted shares, 23 equity
holdings overall valued at ¥51,949 million have been contributed to retirement benefit trust,and accordingly constitute deemed shareholdings. On April 1, 2020, the Company concluded anagreement to modify the retirement benefit trust granting Kyushu Electric Power Transmission andDistribution Co., Inc. joint authority. Accordingly, the Company comprehensively administers and manages
the retirement benefit trust, including holdings of Kyushu Electric Power Transmission and Distribution Co.,Inc.)
The unlisted shareholdings include ¥52,957 million in shares of Japan Nuclear Fuel Limited, held for the
purpose of contributing to the Company’s stable and ongoing business operations. Japan Nuclear Fuel Limited
plays an important role in Japan’s nuclear fuel cycle particularly given that its reprocessing of spent fueldischarged by nuclear power stations is a necessary aspect of ensuring stable operations and energy
consistency with respect to nuclear power stations. As such, the Company invests in Japan Nuclear Fuel
Limited for the purpose of helping to ensure stability of its business operations.
[Principle 1.7 Related Party Transactions]
When a Director of the Company who concurrently serves in a position such as Representative Director of a
subsidiary of the Company or other such entity (excluding a wholly owned subsidiary) acts as a counterparty
to a transaction with the Company, details of potentially competing transactions and transactions entailingconflict of interest involving Directors are subject to prior approval of the Board of Directors, and results ofsuch transactions are to be reported to the Board of Directors. In addition, the aforementioned procedures areapplied to transactions with major shareholders, etc. who maintain substantial holdings amounting to at least
one-tenth of the Company’s total voting rights.
[Supplementary Principle 2.4.1 Ensuring Diversity of Human Resources]ｏ Policies for human resource development and internal environment development to ensure diversity, as
well as the status of their implementation
With the business environment for the Kyuden Group radically changing, the Company is implementing ahuman resources strategy designed to create value for the future by fostering an organizational culture thatencourages people and teams to continue to grow. The aim is to accelerate efforts to enhance human capitaland leverage diverse human resources to drive value creation. Specific initiatives are described in the
Annual Securities Report for the Fiscal Year Ended March 31, 2024.
(Annual Securities Report for the Fiscal Year Ended March 31, 2024, Part 1. Overview of the Company, 2.
Business Overview,
2. Sustainability-related Policy and Initiatives, (3) Human Capital) * In Japanese only
https://www.kyuden.co.jp/ir_library_yuho.html
ｏ Ensuring diversity in the promotion to core human resources
When promoting employees to managerial positions, the Company appoints diverse human resources fromamong those who have managerial capabilities, regardless of gender, nationality, hiring classification, etc.
In particular, in an effort to ensure diversity in the promotion to core human resources, the Company
implements initiatives with quantitative targets set for the promotion of women to management positions.
-2-[Women]
The Company has formulated its third-term action plan under the Act on Promotion of Women’sParticipation and Advancement in the Workplace. In line with the plan, the Company is working to further
empower women with the goal of at least doubling both the proportion of management positions held by
women and the proportion of section managers and higher positions held by women by the end of fiscal
2028, compared with the levels in April 2019 under the second-term action plan. As of the end of fiscal
2023, 3.0% of the management positions and 1.5% of the section managers and higher positions were held
by women, respectively.
[Foreign nationals]
As an initiative related to the recruitment of foreign nationals, the Company is actively recruiting international
exchange students (fiscal 2015 - fiscal 2023 results: 13 hires from five countries). However, the Company has
yet to appoint any of them to managerial positions because it has only been a few years since hiring them as
new graduates. Although the Company has not set quantitative targets for the promotion of foreign nationals
to managerial positions, they will be promoted according to their capabilities based on the professional grade
qualification system, in the same manner as all other employees regardless of nationality.
[Mid-career hires]
Experienced in other companies and highly specialized personnel etc account for about 10% of hires every
year. Since the beginning of the experienced personnel hiring system in 2008, the Company has hired 296
people and 86 have been promoted to managerial positions. Although the Company has not set quantitative
targets for the promotion of mid-career hires to managerial positions, they are promoted according to theircapabilities based on the professional grade qualification system, regardless of being new graduate hires orexperienced personnel hires.
[Principle 2.6 Roles of Corporate Pension Funds as Asset Owners]
Accounting Department that handles functions of finance takes charge of managing corporate pension funds,
and regularly reports matters such as operational status in that regard to the Board of Directors.
In terms of personnel affairs, the Company systematically assigns professionals equipped with practicalfinancial knowledge, including those with experience in pension management or financial affairs.
In terms of management, the Company rigorously strives to manage corporate pension funds in a manner thatis mindful of its fiduciary responsibilities and conflicts of interest as stipulated under basic policy for
managing pension assets pursuant to laws and regulations relevant to Defined-Benefit Corporate Pension Act,etc. The Company strives to fulfill its functions serving as asset owner by checking on developments withrespect to asset managers of corporate pension funds exercising voting rights and regularly monitoring such
asset managers.
[Principle 3.1 Full Disclosure]i)Company objectives (e.g., corporate philosophy), management strategies, and management plans
In April 2007, the Company drew up Kyushu Electric Power’s Mission “Enlighten Our Future,” which
serves as its brand message.
In January 2018, the name was changed to Kyuden Group’s Mission in order to embrace the Company’s
desire to serve its stakeholders with the entire Kyuden Group more integrated.
Further details are disclosed on the Company’s website.
(Kyuden Group’s Mission)
https://www.kyuden.co.jp/english_company_mission_index.html
In addition, “Kyuden Group Management Vision 2030,” (which was formulated in June 2019), “Kyuden
Group Carbon Neutral Vision 2050,” (which was formulated in April 2021), and “Kyuden Group Action
Plan to Achieve Carbon Neutrality”(which was formulated in November 2021) are also disclosed on
the Company’s website.
(Kyuden Group Management Vision 2030)
https://www.kyuden.co.jp/var/rev0/0335/0650/uczthmhf.pdf(Kyuden Group Carbon Neutral Vision 2050)-3-https://www.kyuden.co.jp/var/rev0/0335/0652/f9w1bb54.pdf（Kyuden Group Action Plan to Achieve Carbon Neutrality）
https://www.kyuden.co.jp/var/rev0/0335/0653/84uo07cx.pdf
ii)

Basic views and policies on corporate governance based on each of the principles of the Corporate
Governance CodeFor the Company’s basic views on corporate governance, please refer to “1. Basic Views, I. Basic Views
on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information” of thisreport.

iii) Policies and procedures implemented by the Board of Directors in determining the remuneration ofsenior management and Directors
For the policies and procedures implemented by the Company’s Board of Directors in determining the
remuneration of senior management and Directors, please refer to “[Director Remuneration], 1.
Organizational Composition and Operation, II. Business Management Organization and Other Corporate
Governance Systems regarding Decision-making, Execution of Business, and Oversight inManagement” of this report.
iv)

Policies and procedures implemented by the Board of Directors in the election/dismissal of senior
management and the nomination of candidates for Director[Policies and procedures for selecting candidates for Director, etc.]
ｏ Policies
The Personnel Advisory Committee deliberates on election and dismissal of candidates for Director andothers to ensure independence, transparency, and objectivity.
The Board of Directors as a whole shall ensure diversity and appropriate size in terms of gender,internationality, professional experience, and age. Candidates for Inside Director. are selected bycomprehensively taking into account their personal character, insight, ethics, career background(extensive practical experience, knowledge, etc.), and capabilities (management capabilities that willcontribute to achieving the sustainable growth of the Group and maximizing its corporate value over the
medium to long term).
Meanwhile, candidates for Outside Director, comprising at least one-third of the overall Board of
Directors, are selected from those who meet the decision criteria for the independence and have abundant
experience and insight in corporate management and fields of specialization.
ｏ Procedures
The Board of Directors decides on candidates for Director (including appointment of Senior Directors
and Representative Directors) as well as Senior Executive Officers, subsequent to deliberations having
been undertaken by the Personnel Advisory Committee chaired by an Outside Director and the majorityof whose members are Outside Directors, assigned thereto for the purpose of heightening independency,transparency and objectivity. The Audit and Supervisory Committee is to furnish prior consent withrespect to candidates for Directors who are Audit and Supervisory Committee Members.
In addition, the Audit and Supervisory Committee Member takes part in meetings of the Personnel
Advisory Committee as observer and confirm that deliberations of the Committee are carried out toensure that the function of supervising the execution of duties of Directors is effectively executed.
[Policies and procedures for discharge and dismissal of Directors, etc.]
The Board of Directors decides matters with respect to discharge of Senior Directors and Representative
Directors and matters with respect to dismissal of Senior Executive Officers, subsequent to deliberations
having been undertaken by the Personnel Advisory Committee should circumstances arise that calleligibility into question.

v)

Explanation with respect to the individual elections/dismissals of senior management and the nominationof candidates for Director by the Board of Directors based on iv) above
The reasons for the nomination of each candidate for Director shall be disclosed individually in the
Reference Documents for the General Meeting of Shareholders.
(Notice of Convocation of The 100th Ordinary General Meeting of Shareholders) * In
Japanese only-4-

https://www.kyuden.co.jp/library/pdf/ir/stock/kabunushisoukai-tuuti-100.pdf
If the Board of Directors makes decisions with respect to discharge of Senior Directors andRepresentative Directors or dismissal of the President & Chief Executive Officer or other Executive
Officers concurrently serving as Director, the reasons for each discharge and dismissal are to be publicly
disclosed.
[Supplementary Principle 3.1.3 Initiatives on Sustainability]
ｏ Promoting sustainability
In July 2021, the Group established the Sustainability Promotion Committee (Chairperson: President) under
the supervision of the Board of Directors, with a view to strategically and swiftly tackling various issues
related to the environment, society, and governance (ESG), including carbon neutrality. Formulating strategies
and policies related to sustainability and monitoring the status of internal initiatives, the Committee works tofurther advance sustainability-oriented management, in which the Group simultaneously creates social value
and economic value through its business.
In the “Kyuden Group Management Vision 2030,” which was formulated and announced in June 2019, theCompany has established three strategies for achieving its vision. Strategies I, II, and III correspond with theenvironment (E), society (S), and governance (G), respectively, and the Company promotes sustainability
initiatives including ESG.
(Kyuden Group Management Vision 2030)
https://www.kyuden.co.jp/var/rev0/0335/0650/uczthmhf.pdf
Moreover, as a responsible energy business operator, the Company formulated and announced the “Kyuden
Group Carbon Neutral Vision 2050” in April 2021 and the “Kyuden Group Action Plan to Achieve Carbon
Neutrality” in November 2021 to drive realization of a decarbonized society. The Company is implementing
initiatives to be carbon negative as early as possible before 2050, effectively reducing greenhouse gas
emissions to less than zero, when accounting for the entire society associated with the Group’s businessactivities.
(Kyuden Group Carbon Neutral Vision 2050)
https://www.kyuden.co.jp/var/rev0/0335/0652/f9w1bb54.pdf(Kyuden Group Action Plan to Achieve Carbon Neutrality)
https://www.kyuden.co.jp/var/rev0/0335/0653/84uo07cx.pdf
In April 2022, the Company identified its materiality, or key managerial issues for achieving this vision andmaking society and the Group sustainable. With the entire Group focusing on efforts to solve these material
issues, it will strive to create a sustainable society and achieve medium- to long-term growth of the Kyuden
Group at the same time.
（Materiality）
https://www.kyuden.co.jp/english_company_esg_materiality.html
The Group uses Integrated Reports and other materials as tools to communicate details of these sustainability
efforts to its stakeholders.
(Kyuden Group Integrated Report )https://www.kyuden.co.jp/english_ir_library_annual_index.html
ｏ Investing in human capital and intellectual property
Toward achieving the “Kyuden Group Management Vision 2030” and financial targets for fiscal 2025,
specific action plans, including investments, etc. in human capital and intellectual property, have beenformulated and are disclosed in the Integrated Report.
(Kyuden Group Integrated Report )https://www.kyuden.co.jp/english_ir_library_annual_index.html
Regarding investment in human capital, with a view to fulfilling strategies, increasing productivity, andenhancing engagement, the Company is investing in individual employees and improvements in the working
environment, as well as studies for planning and implementing relevant strategies, and the creation of anenvironment for such activities. The Company seeks to sustainably enhance its corporate value through the-5-pursuit of human capital management, in which the Company will implement a human resources strategyaligned with its management strategy and reinvest the results of the successful implementation of such a
strategy into human resources.
Regarding investment in intellectual property, the Company has promoted technological development torealize the “Kyuden Group Management Vision 2030” and holds intellectual property encompassing 169
domestic and 65 overseas patents, 116 domestic and 3 overseas trademarks, and 4 domestic industrial design
rights.
In the area of technological development, the Company focuses on technologies addressing issues in thefields of “Leading the Way Toward a Decarbonized Society,” “Implementing Continuous Improvements in
Energy Services,” and “Co-creating a Smart and Vibrant Society,” which are among the issues identified asmateriality. The Company is also actively taking on challenges toward the real-world implementation of
fundamental deep technologies, such as AI and quantum computing. Specific technology development
initiatives that contribute to achieving carbon neutrality, such as the development of aggregation technology
for distributed energy resources and large-capacity chargers/dischargers for electric buses, are disclosed on
the Company’s website, in the Research Institute Annual Report available in a section dedicated totechnology development initiatives.
(The Company’s website: Technology development initiatives)* In Japanese only
https://www.kyuden.co.jp/company_tech_index.html
ｏ Addressing climate change
The impact of climate change-related risks and profit opportunities on the Company’s business activities andprofits are calculated after collecting and analyzing necessary data, and the results are disclosed in the
Integrated Report based on the framework of the TCFD.
(Kyuden Group Integrated Report )https://www.kyuden.co.jp/english_ir_library_annual_index.html[Supplementary Principle 4.1.1 Clarification of the Scope of Matters Delegated to Management]
The Company’s Board of Directors makes decisions on corporate business execution as well as matters
stipulated under laws, regulations and the Articles of Incorporation, and supervises Directors in their executionof duties.
The President & Chief Executive Officer provides oversight of other Executive Officers with respect to theCompany’s business execution in accordance with resolutions of the Board of Directors. Meanwhile,
Executive Officers other than the President & Chief Executive Officer share and execute business affairs of
the Company and Group companies, etc. within a range delegated per resolution of the Board of Directors,
under the supervision of the President & Chief Executive Officer.
Specific business affairs delegated and assigned to Executive Officers are determined by the Board of
Directors and details thereof are accordingly disclosed in the Securities Report and in press releases posted to
the Company’s website.
(Delegation of business affairs to Directors) * In Japanese only
https://www.kyuden.co.jp/press_h240430b-1.html[Principle 4.9 Independence Standards and Qualification for Independent Directors]
The Company elects its outside officers having established its own decision criteria for the independence ofoutside officers in light of requirements for Outside Director pursuant to the Companies Act and also basedon independence standards set by the securities exchange on which the Company is listed.
The decision criteria for the independence of outside officers of the Company is disclosed on the Company’s
website.
(Kyushu Electric Power’s decision criteria for the independence of outside officers) * In Japanese only
https://www.kyuden.co.jp/ir_management_governance.html-6-

[Supplementary Principle 4.10.1 Mandates and Roles of the Members of the Personnel Advisory
Committee and the Remuneration Advisory Committee, and the Policy Regarding the Independenceof the Composition]
The Company has established the Personnel Advisory Committee and the Remuneration Advisory Committee,
chaired by Outside Directors and the majority of whose members are Outside Directors, with the aim ofenhancing independence, transparency and objectivity in selecting and dismissing candidates for Director,
etc. and determining remuneration.
Outside Directors are appropriately involved and give advice in their respective Committees from an
independent and objective standpoint.
The Personnel Advisory Committee deliberates on matters related to the selection of Director candidates,
etc., taking into consideration the diversity of the Board of Directors as a whole and its response to the entire
business field. The Committee shall obtain prior consent from the Audit & Supervisory Committee withrespect to candidates for Directors who are members of the Audit & Supervisory Committee.
The Remuneration Advisory Committee deliberates on matters related to the policy for determining
executive remuneration and the determination of individual remuneration, etc.
In addition, Audit and Supervisory Committee Member take part in meetings of the two Committees as
observers and confirm that deliberations of the Committee are carried out to ensure that the function ofsupervising the execution of duties of Directors is effectively executed.
[Supplementary Principle 4.11.1 Views on the Appropriate Balance among Knowledge, Experience,
Etc. of the Board of Directors as a Whole, as Well as on Diversity and Appropriate Board Size]
The Articles of Incorporation stipulate that the Company’s Board of Directors is to consist of up to 19
Directors (of which up to five are to be Directors who are Audit and Supervisory Committee Members), fromthe perspective of achieving active deliberations and strengthening the supervisory function.
The Board of Directors considers the perspective of achieving both diversity in gender, nationality, careerbackground, age, etc. and an appropriate size. Candidates for Inside Director are selected by comprehensively
taking into account their personal character, insight, ethics, career background (extensive practical experience,
knowledge, etc.), and capabilities (management capabilities that will contribute to achieving the sustainablegrowth of the Group and maximizing its corporate value over the medium to long term).
For Outside Director, comprising at least one-third of the overall Board of Directors, candidates who meet thedecision criteria for the independence and have abundant experience and insight in corporate management
and fields of specialization are selected. The Board of Directors is comprised of three female Directors, andstructured to ensure diversity as a whole in terms of gender, internationality, professional experience, and age,as well as an appropriate size, while taking into consideration the entire business field.
With respect to Audit and Supervisory Committee Members, an Audit and Supervisory Committee Member(a certified public accountant) who have knowledge regarding finance and accounting and two Audit andSupervisory Committee Members (of which one is an attorney) who have knowledge regarding legal affairs
have been elected.
A skill matrix showing the diversity of Directors is included in the Notice of Convocation of The 99th
Ordinary General Meeting of Shareholders and the Class General Meeting of Common Shareholders.
(Notice of Convocation of The 100th Ordinary General Meeting of Shareholders) * In Japanese only
https://www.kyuden.co.jp/library/pdf/ir/stock/kabunushisoukai-tuuti-100.pdf[Supplementary Principle 4.11.2 Concurrent Positions of Directors and Audit and Supervisory
Committee Members]
The concurrent positions held by the Company’s Directors as officers at other listed companies (as of thefiling date of this report) are as follows.
In order for all Directors to properly fulfill their roles and responsibilities, they are required, in principle, toattend at least 75% of the Board of Directors meetings, and when holding concurrent positions, the Company
confirms that such positions do not interfere with the Company’s management and business execution.
(Applicable Officers)
Michiaki Uriu
Outside Director, Audit and Supervisory Committee Member of The Nishi-Nippon City Bank, Ltd.
-7-

Outside Director of RKB MAINICHI HOLDINGS CORPORATION
Yoshiharu Senda
Outside Director of FUJI P.S CORPORATION
Masaru Nishiyama
Outside Director of Nippon Tungsten Co., Ltd.
Sakie Tachibana Fukushima
Outside Director of Aozora Bank, Ltd.
Yuji Hirako
Outside Director of Seven Bank, Ltd.
Outside Director of JVCKENWOOD Corporation
Tomoka Sugihara
Outside Director,Audit and Supervisory Committee Member of Nippon Tungsten Co., Ltd[Supplementary Principle 4.11.3 Analysis and Evaluation of the Effectiveness of the Board of
Directors as a Whole]
The Board of Directors of the Company has evaluated its own effectiveness since fiscal 2015.
In fiscal 2023, toward (1) “delegation of authority to executive officers to accelerate decision-making” and(2) “enhancement of discussions on management strategies and important issues for the entire Group,” assuggested in opinions from the effectiveness evaluation of the previous fiscal year, the Board of Directors
have:(1) expanded matters delegated by the Board of Directors to the President & Chief Executive Officer who
is a Representative Director in consideration of laws and regulations, the Articles of Incorporation, andrisk management perspectives; and(2) held timely exchange of opinions (on a total of 11 topics, including company-wide risks and the
medium-term management plan) by regularly holding the “Director Roundtables,” a forum fordiscussion by all Directors.
In addition, for the effectiveness evaluation, from the perspective of further improving assessment quality andenhancing objectivity, a questionnaire was conducted using the findings of an external organization.
[Questionnaire topics](1) Composition and operation of the Board of Directors(2) Management strategies and business strategies(3) Corporate ethics and risk management(4) Monitoring business performance and evaluation/remuneration of management(5) Dialogue with shareholders, etc.
This questionnaire and opinions provided in the discussions with all Directors that it would be desirable formore effort to be put into further improving the following aspects:
・Discussions on a desirable approach to governance by the Board of Directors in view of a new
structure of the Group
Going forward, the Board of Directors will keep up efforts to improve effectiveness of the Board of
Directors.
[Supplementary Principle 4.14.2 Training Policy for Directors and Audit and Supervisory Committee
Members]
The Company holds legal affairs seminars for newly appointed officers upon appointment of new Directors.
Subsequent to new Directors having taken office, the Company provides them with ongoing training indealing with the media as well as opportunities to take part in various seminars and other such forums outsideof the Company, which serve as opportunities for them to fully understand roles and responsibilities requiredof Directors.
In addition to the aforementioned, the Company provides Outside Directors with explanations on the
Company overall, business circumstances and other such matters as appropriate, and also conducts tours ofimportant facilities.
-8-

[Principle 5.1 Policy for Constructive Dialogue with Shareholders]
In promoting constructive dialogue with its shareholders, the Company has prepared the “Approach toInformation Disclosure” containing Company-wide guidelines established to promote information disclosure
by each and every employee, and has also prepared IR basic policy encompassing Company-wide guidelines
established to encourage IR activities that emphasize highly transparent information disclosure and interactive
communications. The IR basic policy is disclosed on the Company’s website.
(IR basic policy)
https://www.kyuden.co.jp/english_ir_policy-calendar.html[Status of Implementation of Dialogue with Shareholders, etc.]
Details of the Company’s policy for promoting constructive dialogue with shareholders and IR activities aredisclosed in “2. IR Activities, III Implementation of Measures for Shareholders and Other Stakeholders” ofthis report, as well as in the Integrated Report and ESG Databook.
(Kyuden Group Integrated Report )https://www.kyuden.co.jp/english_ir_library_annual_index.html(Kyuden Group ESG Date Book)
https://www.kyuden.co.jp/english_ir_library_esg_index.html[Response to Action to Implement Management that is Conscious of Cost of Capital and Stock Price]
The Group will raise its ROE (return on equity) and PER (price earnings ratio) through such financial andnon-financial initiatives as promotion of ROIC (return on invested capital) management, achievement ofcarbon neutrality, and enhancement of human capital, thereby achieving sustainable enhancement ofcorporate value as defined by maintaining a PBR (price-to-book ratio, expressed as a multiple) of more than1.
See the Integrated Report for details of the initiatives for achieving sustainable enhancement of corporate
value.
(Kyuden Group Integrated Report )https://www.kyuden.co.jp/english_ir_library_annual_index.html
2. Capital Structure
Foreign Shareholding Ratio

From 10% to less than 20%[Status of Major Shareholders]NumberOwned

Name / Company Name
The Master Trust Bank of Japan, Ltd.(trust unit)
Custody Bank of Japan, Ltd. (trust unit)
Meiji Yasuda Life Insurance Company
Nippon Life Insurance Company
Kyushu Electric Power Co., Inc. Employees'
Shareholding Association
The Bank of Fukuoka, Ltd.
JP MORGAN CHASE BANK 385781
JPMorgan Securities Japan Co.,Ltd.
SSBTC CLIENT OMNIBUS ACCOUNT
Mizuho Bank, Ltd.

of

SharesPercentage (%)

73,897,000
25,333,215
20,594,200
11,810,748

15.59
5.35
4.35
2.49

11,332,422

2.39

8,669,723
6,386,970
5,243,810
4,909,126
4,835,478

1.83
1.35
1.11
1.04
1.02

Supplementary Explanation
1. The change report made available to the public on February 22, 2024, states that Nomura Asset Management
Co., Ltd. held 19,404,200 shares (4.09%) as of February 15, 2024. However, these are not included in the Status-9-

of Major Shareholders provided above because the Company was unable to verify the number of shares
substantially held as of March 31, 2024.
2. The change report made available to the public on March 4, 2024, states that MUFG Bank, Ltd. and its joint
holders (three holders in total) held 18,723,106 shares (3.95%) as of February 26, 2024. However, these are notincluded in the Status of Major Shareholders provided above because the Company was unable to verify the
number of shares substantially held as of March 31, 2024.
3. The number of shares held by Mizuho Bank, Ltd. includes 800 Class B preferred shares issued in August 2023.
These Class B preferred shares have no voting rights at the Company’s General Meeting of Shareholders.

Controlling Shareholder (except for Parent
Company)
Parent Company

None

Supplementary Explanation－

3. Corporate Attributes

Fiscal Year-End

Tokyo Stock Exchange Prime Market
Fukuoka Stock Exchange
MarchType of BusinessElectric Power & Gas

Listed Stock Market and Market Section

Number of Employees (consolidated) as of the
End of the Previous Fiscal YearSales (consolidated) as of the End of thePrevious Fiscal Year
Number of Consolidated Subsidiaries as of the
End of the Previous Fiscal Year

More than 1000
More than ¥1 trillion
From 50 to less than 100

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling
Shareholder－
5. Other Special Circumstances which may have Material Impact on Corporate GovernanceTo sustainably enhance the Kyuden Group’s corporate value, the Company shares management visions,policies, and other matters with Group companies in the management of the Group.
The basic policy is to respect the independence of management of the Group’s listed affiliates. The
Company also provides support, guidance, and advice, as necessary, to help these companies grow anddevelop and to facilitate their smooth business operation.

- 10 -

The only Group company that is listed is Kyudenko Corporation. Kyudenko, making major contributions toa stable supply of power through its power distribution work and other operations, is an important partner in
the Company’s business. Capitalizing on its public credibility and recognition as a listed company,
Kyudenko has grown its business even through transactions with non-Group companies, contributing to theGroup’s consolidated performance as an equity-method affiliate and thus helping to enhance the Group’s
corporate value.

II. Business Management Organization and Other Corporate Governance Systems
regarding Decision-making, Execution of Business, and Oversight in Management
1. Organizational Composition and Operation
Company with Audit and Supervisory Committee

Organization Form
[Directors]
Maximum Number of Directors Stipulated in

19

Articles of Incorporation
Term of Office Stipulated in Articles of

1 year

Incorporation
Chairperson of the Board

Company Chairperson

Number of Directors

14

Number of Outside Directors

5

Number of Independent Officers

5Outside Directors’ Relationship with the Company (1)NameAttribute

Sakie Tachibana
Fukushima
Yuji Hirako

From another company

Yuji Oie

ScholarTomoka Sugihara

Attorney

Yuka Shigetomi

CPA

*
*
*

Relationship with the Company*
a

b

c

d

e

f

g

h

i

j

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- 11 -k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 or otherproperty from the Company besides compensation as a director/kansayaku
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, or f)(the director himself/herself only)
i. Executive of a company, between which and the Company outside directors/kansayaku 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)NameMembershipof Audit andSupervisory
Committee

DesignationasIndependent Officer

Sakie Tachibana
Fukushima〇

Yuji Hirako〇

Supplementary Explanationofthe Relationship

Reasons of Appointment
She has abundant experience
gained through many years
as a senior corporate
manager in Japan and theUnited States, along withbroad knowledge of global
human resource
management and corporate
governance, and has asuitable personal characterand insight for an Outside
Director of the Company.
He has abundant experience
gained through many years
as a senior corporate
manager in Japan and theUnited States, along withbroad knowledge offinance , IR, sales, andmarketing, and has a suitablepersonal character andinsight for an Outside
Director of the Company.

- 12 -

Name

Membershipof Audit andSupervisory
Committee

DesignationasIndependent Officer

Yuji Oie〇〇

Tomoka Sugihara〇〇

Supplementary Explanationofthe Relationship

Reasons of Appointment
He has abundant experienceand superior insight such asleading advanced
information networking
technology in Japan as anexpert on information
network engineering. He
also has experience being
involved in human resource
development andorganizational operation as
President of a university, andhas a suitable personal
character and insight for an
Outside Director of theCompany.
She has abundant experience
concerning legal affairs ingeneral as an attorney at law
and experience as an outside
director, and has a suitablepersonal character andinsight for an Outside
Director of the Company.

- 13 -

Membershipof Audit andSupervisory
Committee

Name

DesignationasIndependent Officer○

Yuka Shigetmi

Supplementary Explanationofthe RelationshipMs. Shigetomi belonged to
ShinNihon LLC (currently
Ernst & Young ShinNihon
LLC) until September
2016. The Company pays
fees for outsourced
services and other charges
to the audit firm, but
because such payments

Reasons of Appointment
She has abundant experience
as a certified public
accountant, along with broad
knowledge of risk
management and ESG
management promotion fromthe global perspective, andhas a suitable personal
character and insight for an
Outside Director of theCompany.

during the most recent
fiscal year account forsignificantly less than 1%of revenues of the firm, therelationship does not affecther independence as anindependent officer.

[Audit and Supervisory Committee]
Committee’s Composition and Attributes of Chairperson

Audit
and
Supervisory
Committee

All Committee
Members

Full-timeMembers

Inside Directors

OutsideDirectors

Chairperson

4

1

1

3

Inside Director

Appointment of Directors and/or Staff to
Support the Audit and Supervisory Committee

Appointed

Matters Related to the Independence of Such Directors and/or Staff from Executive Directors
Audit and Supervisory Officers who furnish support for duties of the Audit and Supervisory Committee aswell as employees belonging to the Audit and Supervisory Committee Office, which serves as a specialist
organizational body, perform their duties in alignment with instructions and orders of the Audit andSupervisory Committee. In addition, the Audit and Supervisory Committee engages in preliminary
discussions as needed on matters regarding personnel affairs with respect to the Audit and Supervisory Officer
and employees belonging to the Audit and Supervisory Committee Office.
Cooperation among Audit and Supervisory Committee, Accounting Auditors and Internal Audit Departments- 14 -

The Audit and Supervisory Committee and Deloitte Touche Tohmatsu LLC, the Accounting Auditor, work tomaintain close cooperation. This involves holding regular meetings, engaging in debriefings regarding audit
plans, attending audits, engaging in debriefings on fiscal year-end audit results, receiving notifications on“Matters Related to the Performance of Duties of Financial Auditor(s),” and occasionally exchanging views.
The Audit and Supervisory Committee and internal auditing body (Internal Audit Office and Nuclear Power
Audit Office) work to improve and enhance audit functions through close cooperation on formulating audit
plans and reporting audit results.
[Voluntary Establishment of Nomination/Remuneration Committee]
Voluntary Establishment of Committee(s)Corresponding to Nomination Committee or Established
Remuneration Committee
Committee’s Name, Composition, and Attributes of Chairperson

Committee’s Name

Committee
Corresponding
Nomination Committee
Personnel Advisory Committee

to Committee
Corresponding
toRemuneration Committee
Remuneration Advisory Committee

All Committee Members

44

Full-time Members

00Inside Directors

11Outside Directors

33Outside Experts

0

0

Other

0

0

Chairperson

Outside Director

Outside Director

Supplementary Explanation[Personnel Advisory Committee]
The Personnel Advisory Committee deliberates and resolves on selection, etc. of candidates for Director(including appointment of Senior Directors and Representative Directors) as well as Senior Executive
Officers, and reports its findings to the Board of Directors. During fiscal 2023, the Committee held meetings
four times, and all of the members attended the meetings.
The information on how the Committee engages in matters is provided in “iv) Policies and procedures
implemented by the Board of Directors in the election/dismissal of senior management and the nomination ofcandidates for Director, [Principle 3.1 Full Disclosure], [Disclosure Based on the Principles of the Corporate
Governance Code], 1. Basic Views, I. Basic Views on Corporate Governance, Capital Structure, Corporate
Profile and Other Basic Information” of this report.
[Remuneration Advisory Committee]
The Remuneration Advisory Committee deliberates and makes resolutions on the policy for determining the
remuneration of Directors (excluding members of the Audit & Supervisory Committee), Senior Executive
Officers and Executive Officers, and the amount of remuneration for each individual, and reports its findings
to the Board of Directors.
During fiscal 2023, the Committee held meetings four times, and all of the members attended the meetings.
The information on how the Committee engages in matters is provided in “[Director Remuneration], 1.
Organizational Composition and Operation, II. Business Management Organization and Other Corporate
Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management” ofthis report.
- 15 -

[Independent Officers]
5

Number of Independent Officers
Matters relating to Independent Officers

All eligible Outside Directors are designated as independent officers.
Electric power transactions with independent officers have not been presented because such transactions do
not affect the independence of the independent officers given that such transactions constitute ordinarytransactions carried out with general consumers and corporations.
[Incentives]
Performance-linked Remuneration

Incentive Policies for Directors
Supplementary Explanation

The information related to the implementation of various measures to grant incentives to Directors is provided
in “[Director Remuneration], 1. Organizational Composition and Operation, II. Business Management
Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business,
and Oversight in Management” of this report.
Recipients of Stock Options－

Supplementary Explanation－[Director Remuneration]
DisclosureofIndividual

Remuneration

Directors’

No Individual Disclosure

Supplementary Explanation- 16 -

Amount of remuneration, etc. for Directors for fiscal 2023
〇 Basic remuneration [monetary remuneration / monthly remuneration]
Directors (excluding Audit and Supervisory Committee Members):
15 recipients¥352 million

Directors (Audit and Supervisory Committee Members):
4 recipients¥78 million

Total: 19 recipients (including 5 Outside Directors)¥430 million (including ¥60 million for Outside
Directors)〇 Performance-linked remuneration [monetary remuneration / bonus (short-term performance-linked
remuneration)]
Directors (excluding Audit and Supervisory Committee Members):
8 recipients¥45 million

Directors (Audit and Supervisory Committee Members):– recipients
Total: 8 recipients (including – Outside Directors)¥– million¥45 million (including ¥– million for Outside Directors)〇 Performance-linked remuneration [non-monetary remuneration / share remuneration (medium- to longterm performance-linked remuneration)]
Directors (excluding Audit and Supervisory Committee Members):
8 recipients¥118 million

Directors (Audit and Supervisory Committee Members):– recipients
Total: 8 recipients (including – Outside Directors)¥– million¥118 million (including ¥– million for Outside Directors)(Notes) 1. The Company makes payment of performance-linked remuneration to its Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors). Given thatthe performance-linked remuneration serves as incentive for Directors to improve financial
performance, it consists of “bonus (short-term performance-linked remuneration)” determinedaccording to financial performance of each fiscal year, and “share remuneration (medium- to longterm performance-linked remuneration)” for the aim of motivating Directors to increase corporate
value over the medium to long term. The Company sets performance-linked remunerationcommensurate with professional duty requirements in a manner that makes the notion of
responsibilities being linked to financial results clear. To such ends, the Company sets suchamounts within ranges for the total amount and the maximum number of shares resolved at theGeneral Meeting of Shareholders, based on performance indicators including a financial target
for consolidated ordinary income set forth under the Management Vision, reduction in greenhousegas emissions for going carbon neutral, and the status of dividends paid to shareholders. Paymentof performance-linked remuneration may be withdrawn in case of an improper conduct or thelike.
2. The Company provides share remuneration to Directors (excluding Directors who are Audit andSupervisory Committee Members and Outside Directors; hereinafter in this note, such Directors
are referred to as “DIRECTORS”) as non-monetary remuneration. The share remuneration is a
performance-linked share remuneration whereby the Company’s shares are acquired through atrust using underlying monetary funds contributed by the Company (hereinafter referred to as the“Trust”) and, in accordance with the Stock Grant Regulations for Officers established by theCompany, whereby the Company’s shares and the sum of money equivalent to the value calculated- 17 -

at the current market price (hereinafter referred to as “the Company’s Shares, Etc.”) are paid to
DIRECTORS through the Trust. In principle, DIRECTORS will receive the Company’s Shares,
Etc. at the time of their resignation as DIRECTORS.
3. It was resolved, at the 94th Ordinary General Meeting of Shareholders held on June 27, 2018, to
set the limit on monetary remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members) as ¥610 million or less annually for both monthly remuneration
and bonus combined (including ¥40 million or less for Outside Directors for only monthly
remuneration). There are 14 Directors (of which, 2 are Outside Directors; excluding Directors
who are Audit and Supervisory Committee Members) as of the conclusion of the Ordinary General
Meeting of Shareholders. In addition, at the 94th Ordinary General Meeting of Shareholders heldon June 27, 2018, it was resolved to set the amount of non-monetary remuneration (share
remuneration) at ¥390 million or less for three consecutive fiscal years, separately from themonetary remuneration (eligibility does not apply to Directors who are Audit and Supervisory
Committee Members and Outside Directors). There are 12 Directors (excluding Directors who are
Audit and Supervisory Committee Members and Outside Directors) as of the conclusion of theOrdinary General Meeting of Shareholders.
Furthermore, in light of the partial amendments to the Companies Act that came into effect on
March 1, 2021, it was resolved, at the 97th Ordinary General Meeting of Shareholders held on
June 25, 2021, to set the limit on the number of the Company’s common shares to be acquired
using the aforementioned ¥390 million at 420,000 shares. There were nine Directors (excluding
Directors who are Audit and Supervisory Committee Members and Outside Directors) as of theconclusion of this Ordinary General Meeting of Shareholders.
At the 94th Ordinary General Meeting of Shareholders held on June 27, 2018, it was resolved to
set the amount of monetary remuneration for Directors who are Audit and Supervisory Committee
Members at ¥130 million or less annually. There are five Directors who are Audit and Supervisory
Committee Members as of the conclusion of the Ordinary General Meeting of Shareholders.

Total amounts of remuneration on a consolidated basis, etc. have not been individually disclosed because no
single recipient was awarded remuneration amounting to ¥100 million or more.
Policy on Determining Remuneration Amounts
and Calculation Methods

Established

Disclosure of Policy on Determining Remuneration Amounts and Calculation Methods(1) Matters related to determination policy pertaining content of remuneration, etc. for individual Directors(excluding Directors who are Audit and Supervisory Committee Members)(a) Method of determining the determination policy
The Board of Directors makes decisions regarding determination policy pertaining content of
remuneration, etc. for individual Directors (excluding Directors who are Audit and Supervisory
Committee Members) of the Company (hereinafter referred to as the “Determination Policy”). Suchdecisions by the Board of Directors are made based on deliberations of the Remuneration Advisory
Committee, chaired by an Outside Director and the majority of whose members are Outside Directors.
In addition, Audit and Supervisory Committee Members attend meetings of the Remuneration Advisory
Committee where they confirm the appropriateness of the Committee’s discussions.
(b) Details of the Determination Policy
Details of the Determination Policy are as follows.
i) Basic policy
Remuneration for individual Directors (excluding Directors who are Audit and Supervisory Committee
Members) consists of basic remuneration and performance-linked remuneration. Remuneration for
Outside Directors is limited to basic remuneration, without application of performance-linked
remuneration in view of their duties. The Board of Directors decides remuneration amounts set within a- 18 -

range for the total amount and the maximum numbers of shares resolved at the General Meeting of
Shareholders, upon having taken into account deliberations of the Remuneration Advisory Committee,
chaired by an Outside Director and the majority of whose members are Outside Directors.
In addition, Audit and Supervisory Committee Members attend meetings of the Remuneration
Advisory Committee where they confirm the appropriateness of the Committee’s discussions.
ii) Policy on determining the calculation method of basic remuneration
The basic remuneration serves as monthly remuneration, the amounts of which are commensurate withprofessional duty requirements and within a range for the total amount resolved at the General Meetingof Shareholders, upon having taken into account such factors as the Company’s business environment,
remuneration levels at other companies, principally listed companies, and remuneration levels of theCompany’s employees.
iii) Policy on determination of details of performance-linked remuneration and calculation method of
remuneration amount
Given that the performance-linked remuneration serves as incentive for Directors to improve financial
performance, it consists of “bonus” determined according to financial performance of each fiscal year,and “share remuneration” for the aim of motivating Directors to increase corporate value over the
medium to long term. The Company sets performance-linked remuneration commensurate withprofessional duty requirements and within ranges for the total amount and the maximum number ofshares resolved at the General Meeting of Shareholders, based on performance indicators including afinancial target for consolidated ordinary income set forth under the Management Vision, reduction ingreenhouse gas emissions for going carbon neutral, and the status of dividends paid to shareholders. The
bonus is paid at a certain time each year and share remuneration is paid upon resignation, in principle,
but may not be paid depending on business performance. In addition, the Board of Directors makes
decisions on performance indicators upon having taken into account deliberations of the Remuneration
Advisory Committee in cases where performance indicators used in deciding performance-linked
remuneration amounts become subject to review.

iv) Policy on determination of composition ratio of the amounts of basic remuneration and performancelinked remuneration
The Board of Directors makes decisions on the mix of remuneration components upon having taken into
account deliberations of the Remuneration Advisory Committee regarding the proportional mix, whichis configured such that those in higher positions receive a higher proportion of performance-linked
remuneration. As a general rule, the mix of remuneration components is such that basic remunerationand performance-linked remuneration account for 70% and 30% of total remuneration for Directors on
average, respectively, if performance indicator targets have been fully achieved.
v) Matters related to delegation of decisions on individual remuneration
The Board of Directors decides matters involving individual remuneration, upon having taken into
account deliberations of the Remuneration Advisory Committee. However, by resolution of the Boardof Directors, such decisions may be delegated to the Representative Director & Chairperson, who does
not assume responsibility for business execution and serves as Chairman of the Board of Directors fromthe perspective of supervising business execution of the respective Directors (excluding Directors who
are Audit and Supervisory Committee Members). In such cases, the Representative Director &Chairperson is to make such decisions upon having taken into account deliberations of the Remuneration
Advisory Committee. In addition, the Remuneration Advisory Committee reports to the Board of
Directors on matters involving appropriate execution of authority delegated by the Board of Directors,
upon having confirmed such matters every fiscal year.
(c) Reasons that the Board of Directors has determined that remuneration, etc. for individual Directors(excluding Directors who are Audit and Supervisory Committee Members) for the current fiscal year isin alignment with the Determination Policy- 19 -

With respect to remuneration for individual Directors (excluding Directors who are Audit andSupervisory Committee Members) in the current fiscal year, the Remuneration Advisory Committee has
confirmed that methods for calculating the basic remuneration and performance-linked remuneration as
well as actual remuneration amounts have been subject to appropriate management and decision-making
in accordance with the Determination Policy. The findings thereof were reported to the Board of
Directors at its meeting held on April 30, 2021.
The Board of Directors deems that actual remuneration aligns with the Determination Policy, andexhibits due respect for confirmation reporting of the Remuneration Advisory Committee.
(2) Matters related to delegating decisions on remuneration, etc. for individual Directors (excluding
Directors who are Audit and Supervisory Committee Members)
For this fiscal year, Representative Director & Chairperson Michiaki Uriu made specific decisions
regarding amounts of remuneration for individual Directors (excluding Directors who are Audit andSupervisory Committee Members). Such decisions were made pursuant to resolution of the Board of
Directors, upon the Board of Directors having determined the most appropriate approach to be that ofdelegating such decisions to the Representative Director & Chairperson, who does not assume
responsibility for business execution and serves as Chairman of the Board of Directors from theperspective of supervising business execution of the respective Directors (excluding Directors who are
Audit and Supervisory Committee Members), taking the Determination Policy into account.
Such authority entails determining allocations of basic remuneration and performance-linked
remuneration for respective Directors (excluding Directors who are Audit and Supervisory Committee
Members).
To ensure that such authority has been properly exercised, the Representative Director & Chairperson
determines remuneration for individual Directors (excluding Directors who are Audit and Supervisory
Committee Members), upon having taken into account deliberations of the Remuneration Advisory
Committee. In addition, the Remuneration Advisory Committee reports to the Board of Directors on
matters involving appropriate execution of authority delegated by the Board of Directors, upon having
confirmed such matters every fiscal year.

(3) Matters related to determination policy pertaining content of remuneration, etc. for individual Directors
who are Audit and Supervisory Committee Members(a) Method of determining the determination policy
The Audit and Supervisory Committee makes decisions regarding determination policy pertaining
content of remuneration, etc. for individual Directors who are Audit and Supervisory Committee
Members of the Company (hereinafter referred to as the “Determination Policy”) on the basis of
discussions involving Directors who are Audit and Supervisory Committee Members.
(b) Details of the Determination Policy
Details of the Determination Policy are as follows.
Remuneration for individual Directors who are Audit and Supervisory Committee Members consists ofmonthly remuneration only, because it would be inappropriate to link their remuneration to businessperformance given the notion that such Directors assume the role of supervising and auditing
management of the Company from a standpoint independent of business execution.
Remuneration amounts are decided on the basis of discussions involving Directors who are Audit andSupervisory Committee Members, and within a range for the total amount resolved at the General
Meeting of Shareholders.
The remuneration is set at an amount appropriate to the individual’s duties to be performed, taking into
account such factors as remuneration levels at other companies, principally listed companies, andremuneration levels of the Company’s employees. Such decisions are made upon having referred to content
of deliberations regarding amounts of remuneration for individual Directors (excluding Directors who are
Audit and Supervisory Committee Members), upon having taken into account factors such as the Company’sbusiness environment, as discussed in a meeting of the Remuneration Advisory Committee, chaired by an
Outside Director and the majority of whose members are Outside Directors.
[Supporting System for Outside Directors]- 20 -

Outside Directors are assigned a secretary tasked with liaising and coordinating with respective divisions
within the Company. Furthermore, for Outside Directors who are Audit and Supervisory Committee Members,
the Audit and Supervisory Committee Office is tasked with liaising, coordinating and reporting with respect
to necessary matters.
In addition, when meetings of the Board of Directors and Audit and Supervisory Committee are to be held, inprinciple, prior to such meetings Outside Directors receive materials and are provided with explanations asnecessary from divisions in charge.
[Retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)]
Information on retired presidents/CEOs holding advisory positions (sodanyaku, komon, etc.)
Employment terms
Name

Job title/
position

Responsibilities(Full/part time, with/withoutcompensation, etc.)

Masayoshi
Nuki

Honorary
AdvisorShingoMatsuoExecutive
Advisor

Economic group
activities
Social contribution
activities
Economic group
activities
Social contribution
activities

Full-time
paid
Part-time
paid

Number of retired presidents/CEOs holding
advisory positions (sodanyaku, komon, etc.)

Date

when

formerrole

as president/

Term

CEO ended
June 27,2018

AnnualContract

March 31,2012

AnnualContract

2

OthersBasic matters regarding Honorary Advisors and Executive Advisors are stipulated in the Company’s internal
rules.
The Company appoints Honorary Advisors and Executive Advisors when engaging in external activities thatare beneficial to the Company, such that include activities carried out on behalf of the company involving
industry associations and economic organizations, activities that serve society as well as charitable activities
and other such initiatives that involve committee membership, etc.
Honorary Advisors and Executive Advisors are not involved in management of the Company, in terms ofindividual matters of business execution, decision making or otherwise.
Decisions on matters involving election and remuneration of Honorary Advisors and Executive Advisors are
made by the Board of Directors subsequent to deliberations having been undertaken by the Personnel
Advisory Committee.

- 21 -

2. Matters on Functions of Business Execution, Auditing, Oversight, Nomination and Remuneration
Decisions (Overview of Current Corporate Governance System)
In principle, the Board of Directors holds a meeting once a month or as otherwise necessary to decide on
important corporate management matters and monitor implementation status. Members of the Board of
Directors attend its meetings, unless not possible due to unavoidable circumstances (meetings held 18 times
in fiscal 2023 with members attending97.3% of such meetings on average).
The Company has five highly independent Outside Directors (including three Outside Directors who are Audit
and Supervisory Committee Members) who account for at least one-third of its total number of Directors.
They provide advice necessary to the Board of Directors drawing on their insight and experience, and also
appropriately engage in matters involving nomination and remuneration of candidates for Director andprovide advice on such matters.
[Names of the Members]
Chairperson：Michiaki Uriu（Chairperson (Representative Director) of the Company）
Director：Kazuhiro Ikebe, Noboru Hashimoto, Atsushi Soda, Yoshiharu Senda,
Takashi Nakano, Masaru Nishiyama, Michio Hayashida, Yoshiro Uchimura
Outside Director：Sakie Tachibana Fukushima, Yuji Hirako
Outside Audit and Supervisory Committee Member： Yuji Oie, Tomoka Sugihara, Yuka Shigetomi
In principle, the Corporate Management Committee holds meetings once a week or as otherwise necessary
for the purposes of discussing matters warranting preliminary discussion among matters to be decided by the
Board of Directors and making important decisions on business execution (meetings held 32 times in fiscal
2023).
[Names of the Members]
Chairman：Kazuhiro Ikebe (President & Chief Executive Officer)
Vice-Presidential Executive Officer ：Noboru Hashimoto, Atsushi Soda,
Senior Managing Executive Officer*：Yoshiharu Senda, Koichi Ninomiya, Michio Hayashida,
Takashi Nakano, Masaru Nishiyama, Hiroto Kido,
Katsuro Hiramine, Masamichi Shinohara, Kazumitsu Higuchi
Executive Officer*：Koji Mine, Hideo Sato, Masanori Kozuma,
Takashi Mitsuyoshi, Norihiro Nakamura, Kikuyo Tsuno,
Yukinori Sorita, Kenichi Honda, Yasunori Tanaka,
Yoshihiro Narikiyo, Kazutoshi Eto* Ten of them will attend the meetings as needed according to the agenda.
In principle, the Audit and Supervisory Committee holds a meeting once a month or as otherwise necessary
to debate on and make resolutions about reports on important matters relating to audits stipulated in laws andregulations and the Articles of Incorporation (meetings held 20 times in fiscal 2023).
In conducting audits, the Committee endeavors to effectively perform audits while considering the following
basic points.
• Do practices comply with laws, regulations and the Articles of Incorporation?
• Is the internal control system properly maintained and operated?
• Does management make rational decisions and are risks promptly and appropriately addressed?
Furthermore, the Company provides a total of 11 persons to assist the duties of the Audit and Supervisory
Committee. These persons are the Audit and Supervisory Officer and members of the Audit and Supervisory
Committee Office, which was established as a specialist organizational body.
To ensure independence, preliminary discussions as needed are held with the Audit and Supervisory
Committee on matters regarding personnel affairs with respect to the Audit and Supervisory Officer andemployees belonging to the Audit and Supervisory Committee Office.
- 22 -

[Names of the Members]
Chairperson：Yoshiro Uchimura (Full-time Audit and Supervisory Committee Member)
Outside Audit and Supervisory Committee Members：Yuji Oie, Tomoka Sugihara, Yuka Sigetomi
The Company performs internal audits largely to ensure greater appropriateness and managerial efficiency ofbusiness operations, and has accordingly established an internal auditing body (Internal Audit Office, 19
employees) that maintains impartiality with respect to business execution. The internal auditing body
performs audits in respective divisions and business locations regarding matters that include compliance withlaws and regulations, etc., quality assurance systems in place to monitor safety initiatives, and the status ofbusiness execution. Meanwhile, the Company has been striving to maintain and improve audit quality, which
has involved having third-party organizations perform external evaluations in 2019.
In addition, as an effort to ensure the effectiveness of internal audits, a system (dual reporting) has been
established to report directly to the Board of Directors and the Audit & Supervisory Committee the results ofaudits, etc., for the fiscal year.
The Company has also established an internal auditing body (Nuclear Power Audit Office, 10 employees)
dedicated to nuclear energy with respect to the nuclear power business. It performs audits regarding mattersthat include quality assurance systems in place to monitor safety initiatives and the status of businessexecution, while also encouraging autonomous initiatives for improving safety.
The Company’s accounting audits are carried out by certified public accountants Tsugio Ito, Shinsuke Tanaka,
and Yoshihisa Watanabe, of Deloitte Touche Tohmatsu LLC.
The Company’s accounting audit was assisted by 12 certified public accountants and another 19 personnel.

3. Reasons for Adoption of Current Corporate Governance System
The operating environment surrounding the Company has been rapidly changing. The Company believes thatstrengthened governance and accelerated decision-making are essential if the Company is to respond to thesechanges more flexibly and dynamically. To that end, the Company has made transition to a company with
Audit and Supervisory Committee.
In so doing, Company has been accelerating decision making by having the Board of Directors delegate
authority to Directors, while also strengthening supervisory function of the Board of Directors by having
Audit and Supervisory Committee Members hold voting rights on the Board of Directors.
More specifically, the Company has been improving the effectiveness of its audits by electing highly
independent Outside Directors, strengthening the supervisory function with respect to management, andhaving the Audit and Supervisory Committee and the internal auditing body work together, underpinned bygovernance that has involved establishing a Board of Directors and Audit and Supervisory Committee. The
Company has been persistently striving to enhance its system of governance by defining roles of Directors
and Executive Officers in terms of supervision and execution, working to achieve exhaustive compliancemanagement, and stipulating a basic policy on the formation of a system to ensure proper business operations(basic internal control policy).

- 23 -

III. Implementation of Measures for Shareholders and Other Stakeholders
1. Measures to Vitalize the General Shareholder Meetings and Smooth Exercise of Voting Rights
Early Notification of General
Shareholder Meeting

Scheduling AGMs Avoiding
the Peak Day
Allowing Electronic Exerciseof Voting Rights
Participation in Electronic
Voting Platform
Providing Convocation Noticein English
Other

Supplementary Explanations
The Company sends out notice of convocation of the General Meeting of
Shareholders approximately three weeks prior to holding such meetings(notification was sent out on June 5, 2024 for the General Meeting of
Shareholders held on June 26, 2024).
In addition, the Company posts its notice of convocation of the General
Meeting of Shareholders to its website and via the Timely Disclosure
Network (TDnet) prior to sending out such notice (notice posted on May 22,2024).
The 100th Ordinary General Meeting of Shareholders has been held on June
26, 2024.
The Company allows shareholders to use the voting website designated by
the Company to exercise their voting rights.
The Company has allowed institutional investors to use the Electronic Voting
Platform operated by ICJ, Inc. to exercise their voting rights starting from2007.
The English version of the convening notice (brief version) and reference
documents for the General Meeting of Shareholders is posted on theelectronic voting platform.
Notice of Convocation of the General Meeting of Shareholders, Notice ofResolution, outline of the meeting, etc. are posted on the Company’s website.
The Company posts extraordinary reports on results of the exercise of voting
rights to EDINET and posts the same content to its website.

2. IR Activities
Preparation and Publication ofDisclosure Policy

Regular Investor Briefings for
Individual Investors

Regular Investor Briefings forAnalysts and Institutional
Investors

Regular Investor Briefings forOverseas Investors
Posting of IR Materials on
WebsiteSupplementary Explanations
The Company has prepared its “Approach to Information Disclosure”
containing Company-wide guidelines established to promote information
disclosure by each and every employee.
With respect to its IR initiatives, the Company has also prepared IR basic
policy encompassing Company-wide guidelines established to encourage IR
activities that emphasize highly transparent information disclosure andinteractive communications.
The IR basic policy is disclosed on the Company’s website.
Officers in charge of IR and the General Manager in charge of IR furnish
explanations of the Company’s operational status at briefings held regularly.
(The term “officers in charge of IR” refers to the President and officers
nominated by the President.)【Representative’s explanation：Provided】
Officers in charge of IR and the General Manager in charge of IR furnish
explanations of the Company’s operational status at briefings held subsequent
to releases of interim financial results, annual financial results, andmanagement policy, etc.
Officers in charge of IR and the head of the IR Group occasionally holdmeetings on an individual basis.
【Representative’s explanation：Provided】
Officers in charge of IR and the General Manager in charge of IR regularly
hold meetings with individual overseas institutional investors.
【Representative’s explanation：Provided】
URL: https://www.kyuden.co.jp/english_ir_index.html- 24 -

Establishment of Department
and/or Manager in Charge of
IR
Other

The President’s message, management policy, information on financial andoperating results, information on shares and corporate bonds, and various
other IR materials are posted on the Company’s website.
The Company also actively discloses information in English for overseas
investors.
The Company strives for in-house coordination and has accordingly
established the IR Group within the Corporate Strategy Division and has
appointed an executive to handle IR matters in divisions involved with IR
such as financial, legal affairs and public relations divisions.
<Communications activities tailored to the needs of shareholders and otherinvestors>
・ The Company actively engages in IR activities other than those involving
briefing sessions, individual meetings, such that include small meetings,
facility tours and business briefing.
・ The Company actively engages in communication efforts, such as ESG
meetings in light of investor needs for carbon neutrality and otherinitiatives.
・ The Company also engages in two-way communication with its
shareholders and other investors above and beyond its information
disclosure, which involves accepting a wide range of inquiries andopinions related to IR via the “Contact us” page of its website.
・ Opinions and requests gained through IR activities serve as feedback thatmanagement applies to business operations.
・ The Company engages in stringent management with respect to insider
information and accordingly establishes internal rules prohibiting its
dissemination either to other officers and employees or to those outside
the Company, unless otherwise necessary for business purposes.

- 25 -

3. Measures to Ensure Due Respect for Stakeholders
Stipulation of Internal Rules
for Respecting the Position of
Stakeholders
Development of Policies on
Information
Provisionto
Stakeholders

Supplementary Explanations
The Company establishes basic views regarding its stakeholders in the“Kyuden Group’s Mission” (last revised in January 2018), the “Kyuden
Group Sustainability Policy” (established in December 2021), and the“Kyuden Group Corporate Conduct Code” (last revised in April 2022).
In addition to the “Approach to Information Disclosure” (last revised in April2020), the Company drew up the “Kyuden Group Sustainability Policy”(established in December 2021), the “Kyuden Group Corporate Conduct
Code” (last revised in April 2022), and IR basic policy (established in July
2006). Those documents provide that the Company will actively disclose
information and engage in responsible dialogue with stakeholders.

IV. Matters Related to the Internal Control System
1. Basic Views on Internal Control System and the Progress of System Development
With respect to developing the system to ensure proper business operations, the Company has establishedbasic policy on internal control systems consisting of seven items, such that include compliance of Directors
and employees with laws and regulations, etc.
In fiscal 2023, at the meeting held on March 28, 2024, the Board of Directors resolved on the revision toreflect the revisions made to the Company’s internal rules.
[A basic policy on the formation of a system to ensure proper business operations (basic internal control
policy)]The Company develops systems as follows with the aims of ensuring that its Directors abide by laws,
regulations and the Articles of Incorporation with respect to execution of their duties, and furthermore
ensuring that its corporate operations are performed appropriately in accordance with the Companies Act andthe Regulation for Enforcement of the Companies Act.
1 System for ensuring that Directors abide by laws and regulations, etc. in executing their duties○ The Board of Directors holds meetings once a month or as otherwise necessary, in principle, for the
purposes of deliberating on and deciding matters of managerial importance in alignment withpredetermined rules. It also regularly obtains reports on execution of duties so that it can supervise
Directors and Executive Officers in their execution of duties.
Members of the Board of Directors regularly evaluate the effectiveness of the decision making andsupervisory function of the Board of Directors.
○ The Board of Directors receives advice, etc. from a standpoint independent of the Company, and has
accordingly appointed Outside Directors who account for at least one-third of its total number of
Directors in order to heighten effectiveness of its supervisory function.
In addition, the Company makes decisions regarding matters that include nomination of candidates for
Director and remuneration at its meetings of the Board of Directors upon having taken into accountdeliberations of committees chaired by Outside Directors and the majority of whose members are Outside
Directors.
○ The Board of Directors promotes fair business practices and has accordingly established the Compliance
Committee chaired by the President & Chief Executive Officer and including external experts and otherswith the aim of fully complying with laws, regulations, corporate ethics, the Company’s internal rules,
etc.
○ Directors and Executive Officers spearhead implementation of the “Kyuden Group Corporate Conduct
Code” established to serve as norms for all business activities, along with implementation of the“Compliance Action Guidelines” which serve as code of conduct based on the aforementioned charter.

- 26 -

In particular, in order to ensure the neutrality of the general transmission and distribution business
operated by Kyushu Electric Power Transmission and Distribution Co., Inc., the Company will comply
with the “Code of Conduct for Ensuring the Neutrality of General Power Transmission and Distribution
Business” as well as develop organizational and business operation systems, etc.
○ Directors and Executive Officers take a resolute stance against improper demands made by antisocial
forces and accordingly sever associations with such forces by coordinating with the relevant authorities
and taking a unified organizational response.
○ The Board of Directors, Directors (excluding Directors who are Audit and Supervisory Committee
Members), and Executive Officers exhibit due respect for any and all recommendations and advice
furnished by the Audit and Supervisory Committee or Audit and Supervisory Committee Members
particularly with respect to incidents that may be inappropriate in terms of legality or incidents that could
significantly inflict damage on the Company.
2 System related to storage and management of information pertaining to Directors in their execution ofduties○ The Company properly stores and manages minutes of meetings of the Board of Directors and other such
documents specified by laws and regulations, as well as documents otherwise important with respect tomaking decisions, upon having established points of administrative responsibility based on the
Company’s internal rules.
○ The Company ensures security as necessary with respect to information pertaining to execution of duties,
pursuant to basic policy and rules on information security.
3 System related to risk management○ The Company defines major Company-wide and division-specific risks that could affect management,
which involves regularly identifying, categorizing, and assessing such risks based on rules related to risk
management.
○ Respective divisions and business locations appropriately manage risks in a manner that involves
incorporating measures for addressing major defined risks and risks associated with specific matters into
their business plans.
○ The Company appropriately takes action to address risks associated with multiple divisions and majorrisks liable to materialize by defining response structures upon having shared information among related
divisions.
For nuclear energy in particular, the Company persistently mitigates such risk by striving to identify anextensive range of risk taking into account factors such as external knowledge and opinions, and sharing
such information with Directors, Executive Officers and others.
○ The Company strives to swiftly and precisely address instances that may involve such risk having
materialized, unforeseen emergencies, occurrences that impair public confidence, and events that
otherwise substantially affect corporate management and society. To such ends, the Company takes
preliminary action by establishing response structures and stipulating procedures within rules, and also
performs training on a regular basis.
4 System for ensuring that Directors efficiently execute their duties○ The Company has established the “Corporate Management Committee,” which serves as a forum fordiscussions on matters warranting preliminary discussion among matters to be decided by the Board of
Directors, and for discussions on matters on implementation of important business affairs with respect towhich the President & Chief Executive Officer supervises the Company’s business execution. In addition,
the Company establishes meeting structures, as necessary, for preliminary deliberation and coordination
with respect to important matters.
○ The Company appoints Executive Officers when executing the Company’s business for the purposes ofaccelerating decision making and ensuring efficient execution of duties.
- 27 -

○ The Board of Directors stipulates matters of delegation and assignment of business affairs to Executive
Officers, and the Executive Officers accordingly undertake execution of such business affairs.
○ The “Organization and Authority Rules” stipulate matters involving segregation of duties of respective
divisions, as well as fundamental roles, duties and authority assigned to respective positions, thereby
helping to ensure that Directors, Executive Officers, and employees execute their duties appropriately
and efficiently.
5 System for ensuring that employees abide by laws and regulations, etc. in executing their duties(1) System for ensuring compliance with laws and regulations, etc.
○ Under the authority of the President, who is ultimately responsible for compliance management, theCompany appoints Compliance Officers to respective divisions, etc., in order to promote compliancewith corporate ethics, laws and regulations, etc., in accordance with fundamental policies drawn up by
the Compliance Committee, its recommendations and specific measures deliberated on by theCommittee.
○ The Company ensures rigorous compliance by conducting education and training sessions for employees
encompassing content that includes risk management associated with their use of information technology,
and by furthermore striving to instill precepts of the “Kyuden Group Corporate Conduct Code”, the“Compliance Action Guidelines” and “Code of Conduct for Ensuring Neutrality in the General
Transmission and Distribution Business” and causing them to take hold.
○ The Company has set up contact points for whistleblowing and compliance consultation both within andoutside the Company to ensure that its employees, those of Group companies and others are able to seek
consultation regarding compliance. It furthermore safeguards those seeking consultation and otherwise
appropriately manages such operations.
○ Establish a “Regulatory Compliance Desk” to receive consultations from employees of the Company and
its Group companies regarding the neutrality of the general transmission and distribution business(conduct regulations), and ensure appropriate operations, including the protection of those making
consultations. Also, in the course of business operations, if a case is discovered through the regulatorycompliance desk, etc. that may violate conduct regulations, the Company will work to improve its
business operations to ensure compliance with the conduct regulations.
○ The Company appropriately operates its internal controls that govern financial reporting and otherwise
ensures that its financial reporting is reliable by establish systems to make corrections as necessary.
(2) System of internal audit○ The Company performs internal audits largely to ensure greater appropriateness and managerial
efficiency of business operations, and has accordingly established an internal auditing body thatmaintains impartiality with respect to business execution. The internal auditing body performs audits in
respective divisions and business locations regarding matters that include compliance with laws andregulations, etc., quality assurance systems in place to monitor safety initiatives, and the status ofbusiness execution.
○ The Company has also established an internal auditing body dedicated to nuclear energy with respect tothe nuclear power business. It performs audits regarding matters that include quality assurance systems
in place to monitor safety initiatives and the status of business execution thereof.

6 System for ensuring proper business operations of the Group○ The Company promotes management on a Group-wide basis by sharing basic principles and management
policy of the entire Group.
○ The Company deals with managerial challenges of the Group by having Group companies draw up
business plans that incorporate measures to address risk, having Group companies furnish reports on- 28 -

operating results, and engaging in preliminary discussions with Group companies on matters that could
significantly affect management of the Company.
○ The Company promotes fair business practices of the Group by conducting compliance education andother such initiatives on a Group-wide basis, disseminating and instilling precepts of the “Kyuden Group
Corporate Conduct Code,” as well as encouraging respective Group companies engaging in initiatives
that involve drawing up action guidelines and establishing points of contact for whistleblowing.
○ The Company closely coordinates sharing of information within the Group by establishing various
meeting structures consisting of important Group companies and making use of a Group-specificinformation network.
○ The Company’s internal auditing body performs audits as necessary with respect to Group companies.
7 System for ensuring that the Audit and Supervisory Committee effectively executes its duties(1) System of staff members who assist the Audit and Supervisory Committee○ The Company has appointed an Audit and Supervisory Officer who is responsible for assisting in theduties of the Audit and Supervisory Committee. The Company also assigns personnel as necessary to the
Audit and Supervisory Committee Office, established as an organization dedicated to assisting in theduties of the Audit and Supervisory Committee.
(2) System for ensuring independence of Audit and Supervisory Committee staff members○ The Audit and Supervisory Officer and employees belonging to the Audit and Supervisory Committee
Office (the “Audit and Supervisory Officer, etc.”) perform their duties in alignment with instructions andorders of the Audit and Supervisory Committee.
○ The Audit and Supervisory Committee engages in preliminary discussions on matters related to personnel
affairs involving the Audit and Supervisory Officer, etc.
(3) System related to reporting to the Audit and Supervisory Committee○ Directors (excluding Directors who are Audit and Supervisory Committee Members), Executive Officers
and employees are to respond to Audit and Supervisory Committee requests for reports and explanations
on important matters of business execution.
Directors, Executive Officers, Audit and Supervisory Committee Members and employees of Group
companies are to respond to requests from the Company’s Audit and Supervisory Committee for reports
and explanations on important matters of business execution.
○ Directors and Executive Officers are to promptly report to the Audit and Supervisory Committee upon
having discovered incidents that could significantly inflict damage on the Company.
Directors, Executive Officers and Audit and Supervisory Committee Members of Group companies are
to promptly report to the Audit and Supervisory Committee upon having discovered incidents that could
significantly inflict damage on the Company.
○ Directors are to take appropriate action to ensure that a party who has reported to the Audit andSupervisory Committee as previously mentioned does not become subject to unfavorable treatment as aconsequence of such reporting.

(4) Other system for ensuring that the Audit and Supervisory Committee performs audits effectively○ Directors (excluding Directors who are Audit and Supervisory Committee Members) satisfy requests
from the Audit and Supervisory Committee asking them to attend Corporate Management Committee
meetings and other important meetings. They furthermore lend their cooperation with respect to viewing
important documents, and otherwise conducting necessary inspections of audit work and securing
expenses.

- 29 -

○ The Representative Directors and internal audit divisions meet regularly with the Audit and Supervisory
Committee and exchange views.
On July 13, 2021, the Japan Fair Trade Commission (JFTC) conducted on-site inspections of theCompany and Kyuden Mirai Energy Corporation on suspicion of violating the “Act on Prohibition ofPrivate Monopolization and Maintenance of Fair Trade (Antimonopoly Act)” in connection with the
supply of high voltage power and extra-high voltage power in the Kyushu and Kansai regions. On March
30, 2023, the Company received a cease and desist order and surcharge payment order under the
Antimonopoly Act. Kyuden Mirai also received a cease and desist order.
In addition, on July 14, 2023, the Company and Kyuden Mirai Energy Corporation received a business
improvement order from the Ministry of Economy, Trade and Industry under the Electricity BusinessAct.
In light of this, the Company summarized matters that should be addressed to ensure compliance with
the Antimonopoly Act and other laws and regulations. On May 10, 2023, in accordance with the ceaseand desist order, the Company submitted to the JFTC a written application for approval concerning
measures to prevent recurrence and other matters, which were approved by the JFTC on May 22, 2023.
Recognizing a difference of opinion between the Company and the JFTC regarding the fact-finding
leading to the administrative punishments imposed by the JFTC, the Board of Directors of the Company,at its meeting on July 31, 2023, resolved to bring an action for cancellation of these orders, and filed asuit with the Tokyo District Court on September 29, 2023.
Regardless of the submission and outcome of this cancellation lawsuit, the Company intends to steadily
implement and enhance actions to comply with the Antimonopoly Act and other laws and regulations,ensuring that such suspicion will never be aroused.
In addition, it was discovered that the Company had accessed customer information, etc. of other retailelectricity providers outside of the emergency disaster response services that the Company had been
entrusted with through the use of a system owned by Kyushu Electric Power Transmission andDistribution Co., Inc. On April 17, 2023, the Company and Kyushu Electric Power Transmission andDistribution Co., Inc. received a business improvement order from the Ministry of Economy, Trade andIndustry under the Electricity Business Act.
In addition, it was discovered that some employees of the Company and the consigned company had used
the IDs and passwords granted by the Ministry of Economy, Trade and Industry to Kyushu Electric Power
Transmission and Distribution Co., Inc., and on April 17, 2023, the Company and Kyushu Electric Power
Transmission and Distribution Co., Inc. received guidance from the Ministry of Economy, Trade andIndustry.
Based on the series of incidents, the Company analyzed the causes of the incidents and is working on
preventive measures to ensure the neutrality of its general transmission and distribution business bydeveloping information system measures to “stop” and “prevent” inappropriate conduct, as well as
systems and mechanisms to “stop” and “not allow” such conduct, and to foster an organizational culture
to prevent recurrence. In response to the business improvement order and other related matters, theCompany formulated a new business improvement plan and submitted it to the Ministry of Economy,
Trade and Industry on May 12, 2023.
On June 29, 2023, the Company also received from the Personal Information Protection Commission
guidance and a request for a report under the Act on the Protection of Personal Information. In response,
on September 29, 2023, the Company submitted a report on measures taken in accordance with theguidance from the Commission.
The Company has taken very seriously the fact that this series of incidents is inappropriate from theperspective of equal footing with other retail electricity providers in terms of conduct regulations andthat it could disrupt fair competition. Under the leadership of the management team headed by the
President, the Company will continue to work to restore confidence by making all-out efforts to prevent
recurrence with the help of external expertise.
The Board of Directors confirmed the status of maintenance and operation of “systems to ensure that theexecution of duties by Directors complies with laws and regulations and the Articles of Incorporation,and other systems to ensure the appropriateness of business operations” through self-evaluation by eachdepartment and audits by the Internal Audit Department.
- 30 -

○ In terms of promoting compliance, the Company has been striving to fully comply with corporate ethics,
laws, regulations, the Company’s internal rules, etc. Initiatives in this regard have involved promoting
fair business practices upon having established the Compliance Committee chaired by the President &Chief Executive Officer and including external experts and others, and promoting compliance withcorporate ethics, laws and regulations, etc., in accordance with fundamental policies drawn up by theCompliance Committee, and its recommendations and specific measures deliberated on by theCommittee, upon having appointed Compliance Officers to respective divisions, etc.
The Company also established a Compliance Sub-committee, which held five special meetings on
conduct regulations and two meetings on the Antimonopoly Act during fiscal 2023. The role of the Subcommittee includes evaluating overall business activities for adequacy under the conduct regulations andthe Antimonopoly Act and recommending improvement opportunities.
In addition, Directors and Executive Officers have been spearheading implementation of the “Kyuden
Group Corporate Conduct Code” established to serve as norms for all business activities, along with
implementation of the “Compliance Action Guidelines” which serve as code of conduct based on the
aforementioned charter.
Moreover, the Company has been striving to instill knowledge and cause such knowledge to take holdwith respect to conducting education and training sessions for employees encompassing content that
includes risk management associated with their use of information technology.
The Company has also set up contact points for whistleblowing and compliance consultation both within
and outside the Company to ensure that its employees, those of Group companies and others are able toseek consultation regarding compliance, and has furthermore been safeguarding those seeking
consultation and otherwise appropriately managing such operations.
○ The Company has been striving to ensure reliability of financial reporting by appropriately operating its
internal controls that govern financial reporting, establishing systems to make corrections as necessary,and establishing the Financial Reporting Disclosure Committee, chaired by President & Chief Executive
Officer and consisting of management executives.
○ With respect to information management, the Company has been properly storing and managing minutesof meetings of the Board of Directors and other such documents specified by laws and regulations, aswell as documents otherwise important with respect to making decisions, upon having established pointsof administrative responsibility based on the Company’s internal rules. The Company has been ensuring
security as necessary with respect to information pertaining to execution of duties, pursuant to basic
policy and rules on information security.
○ With respect to risk management, the Company has been defining major Company-wide and divisionspecific risks that could affect management, which involves regularly identifying, categorizing, andassessing such risks based on rules related to risk management.
Respective divisions and business locations have been appropriately managing risks in a manner thatinvolves incorporating measures for addressing major defined risks and risks associated with specificmatters into their business plans.
The Company has been appropriately taking action to address risks associated with multiple divisions
and major risks liable to materialize by defining response structures upon having shared information
among related divisions.
For nuclear energy in particular, the Company has been persistently mitigating such risk by striving to
identify an extensive range of risk taking into account factors such as external knowledge and opinions,and sharing such information with Directors, Executive Officers and others.
The Company has been striving to swiftly and precisely address instances that may involve such risk
having materialized, unforeseen emergencies, occurrences that impair public confidence, and events that
otherwise substantially affect corporate management and society. To such ends, the Company has been
taking preliminary action by establishing response structures and stipulating procedures within rules, andalso performing training on a regular basis.
○ With respect to ensuring appropriate business operations of the Group, the Company has been promoting
management on a Group-wide basis by sharing basic principles and management policy of the entire- 31 -

Group. In addition, the Company has been dealing with managerial challenges of the Group by having
Group companies draw up business plans that incorporate measures to address risk, having Group
companies furnish reports on operating results, and engaging in preliminary discussions with Group
companies on matters that could significantly affect management of the Company.
The Company has been promoting fair business practices of the Group by conducting complianceeducation and other such initiatives on a Group-wide basis, disseminating and instilling precepts of the“Kyuden Group Corporate Conduct Code” as well as encouraging respective Group companies engaging
in initiatives that involve drawing up action guidelines and establishing points of contact for
whistleblowing.
In addition, the Company has been closely coordinating sharing of information within the Group by
establishing the Kyushu Electric Power Group Presidents Committee and various other meeting
structures consisting of important Group companies, while also making use of a Group-specificinformation network.
The Company’s internal auditing body has been furthermore auditing Group companies.

2. Basic Views on Eliminating Anti-Social Forces
The Company has been taking a resolute stance against improper demands made by antisocial forces andaccordingly severing associations with such forces by coordinating with the relevant authorities and taking aunified organizational response.
The Company has been taking a resolute stance against improper demands made by antisocial forces that posea threat to the order and safety of civil society. The Company has accordingly established a division thatprovides oversight on matters related to takeover defense (manager in charge of general affairs of the District
Symbiosis Division, Business Solution Headquarters) and has been severing associations with such forces bycoordinating with legal advisors and others and enlisting efforts of the entire organization.
The Company has also stipulated that it will resolutely oppose antisocial forces in the “Kyuden Group
Corporate Conduct Code” and the “Compliance Action Guidelines.” In addition, the Company has been
striving to gather information in part through its enrollment in the National Center for Removal of Criminal
Organizations.

V. Other
1. Adoption of Anti-Takeover Measures
Adoption of Anti-Takeover Measures

Not Adopted

Supplementary Explanation―
2. Other Matters Concerning to Corporate Governance System
The status of internal systems pertaining to timely disclosure of the Company’s corporate information is asfollows.
With respect to business execution pertaining to disclosure of corporate information, the Company has
established a system for appropriately disclosing information in accordance with securities listing regulations
and the Company’s internal rules (“Rules on Insider Trading Control and Timely Disclosure of Corporate
Information”).
(Information Handling Officer)
Serving as the Information Handling Officer set forth under securities listing regulations, the General
Manager of the District Symbiosis Division, Business Solution Headquarters (in charge of legal affairs) acts
as the point of contact with stock exchanges and furthermore engages in in-house supervisory operations
pertaining to timely disclosure.

- 32 -

(Information management)
Respective General Managers in charge of business management are appointed and assigned to serve as
Information Managing Officers to ensure that corporate information is appropriately managed. When an
Information Managing Officer identifies corporate information warranting timely disclosure, he or she is topromptly report the situation to the Information Handling Officer. All timely disclosure information is to becollected by the General Manager of the District Symbiosis Division, Business Solution Headquarters (incharge of legal affairs), who serves as Information Handling Officer.
(Disclosure of information subject to timely disclosure)Upon taking receipt of a report of corporate information from an Information Managing Officer, theInformation Handling Officer is to determine whether or not such information is subject to timely disclosure.
If the information warrants timely disclosure, the Information Handling Officer is to promptly disclose it tostock exchanges.
The Internal Audit Office serves as an internal auditing body that checks the status of execution previously
mentioned and strives to appropriately perform the information disclosure.
[Corporate Governance Structure (conceptual diagram)][System for Disclosure of Corporate Information]- 33 -

Stock exchange
Timely disclosure* Identification, management, etc. of
information in respective business divisions

Information
pertaining to
subsidiaries,etc.

- 34 -

Information Handling
Officer
General Manager of theDistrict Symbiosis Division,
Business Solution
Headquarters (in charge of legal
affairs) *Internal control, etc.
Discussion onwhether toimplement timely
disclosure

Information Managing
Officers
General Managers in charge ofbusiness management

Timely disclosure
reporting, etc.

Information
pertaining
to theCompany