Reasons for not implementing the principles of Corporate Governance Code

[Supplementary Principle 3-1-3 Initiatives on Sustainability]

• The Group’s Basic Policy on Sustainability states, “We regard the development of environmentally-friendly businesses and initiatives to address social issues as important business opportunities as well as addressing risk, and we aim to contribute to the realization of sustainable society and enhance corporate value through our business activities,” and the Group is taking initiatives aimed at contributing to the realization of a sustainable society. The Sustainability page on the Company’s website discloses information on the initiatives for SDGs and the approach to the environment, and the Company will continue working to enhance the information it discloses.
  Moreover, under the Medium-term Corporate Strategy, the Company has formulated and described a basic strategy for business development, strategic investment, and the development of global human resources, and strengthening corporate governance, which has been disclosed on the Company's website and in its financial results explanatory materials. The Company will continue to make strategic investments to expand sales channels and strengthen functions based on the aforementioned basic strategy, considering its network with a wide variety of customers and suppliers and know-how in planning, development, design, and quality control as its important intellectual property.
  In addition, a Sustainability Committee has been established in April 2022, under the direct control of the Chief Executive Office and Chairman of the Board, to identify the priority issues (materiality) facing the society and the Company's group, to be addressed through our business activities. Working group centered on materiality has been placed directly under the Committee, to promote a cross-Company approach. The Company acknowledges that response to climate change related issues is an important social issue and in the working group, the Company shall gather necessary data and conduct analysis on how the risks and earning opportunities related to climate change will impact the Company's business activities and profits, etc. Furthermore, as a policy towards realizing a decarbonized society, a target has been set to become carbon neutral in FY2050, based on Scope 1 + Scope 2 GHG emissions of the Company group in FY2021. As for the approaches being taken for climate change related issues, strategy planning and targets will be established based on identification of risks and opportunities, and will be promptly disclosed based on TCFD or equivalent framework.

Disclosure based on the principles of Corporate Governance Code

【Principle 1-4　So-called strategic shareholdings】

• 1. Policy on strategic shareholdings
• The Company believes that it needs to cooperate with various stakeholders in its business. As a means of building, maintaining and strengthening business and collaborative relationships, the Company may acquire and hold shares in other companies.
  Based on a comprehensive review of the business relationships and the purpose, history, effects, risk and cost of shareholdings with each of our business partners, the Company plans to acquire or hold these shares as strategic stockholdings to enhance the Company's corporate value over the medium- to long-term.
  In addition, for each share held, the appropriateness of holding is determined every year in accordance with future changes in circumstances, and if deemed inappropriate or inadmissible, the reduction or other such reduction is to be reviewed.

• 2. Contents of the review of strategic shareholdings
• The Company verifies that the benefits and risks associated with strategic shareholdings are commensurate with the cost of capital for each class of shares it holds every year. At the same time, it reviews strategic shareholdings based on whether they are consistent with the necessity and the purpose of holding them, taking into account, as appropriate, the strengthening of business relationships, economic rationality and future trends of business partners.
  The results of this review are reported to the Board of Directors and monitored to confirm the appropriateness of all shares held.

• 3. Standard for the exercise of voting rights of strategic shareholdings
• The Company aims to exercise its voting rights appropriately based on the premise that they will lead to sustainable growth of the issuing company and improvement of corporate value over the medium- to long-term.
  When actually exercising voting rights, in addition to determining whether the content of resolutions may harm the Company's shareholder value, the Company makes a comprehensive judgment on whether to support or oppose the resolutions from the perspective of contributing to the improvement of the Company's medium- to long-term corporate value, based on the situation of the issuing company and the business relationship with the Company, etc.

【Principle 1-7　Related party transactions】

• The Company's Board of Directors Regulations provide that Directors and Audit & Supervisory Board Members who may be involved in a so-called related party transaction or potential related party transaction by the officers of the Company or situations that may arise should notify the Secretariat of the Board of Directors in advance of the appropriateness of such transactions.
  When the Company enters into transactions with its major shareholders, it negotiates prices and other terms and conditions on an individual basis and follows the same terms and conditions as those of its general trading partners.
  The Company has established a management system to ensure that these procedures are approved in advance by the Company.
  Moreover, in order to protect minority shareholders in transactions and actions that could cause a conflict of interest between the parent company or major shareholders and minority shareholders, the Company has established the Special Committee (that consists exclusively of three or more Outside Officers selected by resolution of the Board of Directors and they are basically selected from independent Outside Directors) as an advisory body to the Board of Directors, and it reports on matters for consultation to the Board of Directors.

[Supplementary Principle 2-4-1 Ensuring diversity in the promotion to core human resources]

• [Approach to Ensuring Diversity]
  The Company believes that respecting diversity and making the most of differences is the source of creation and growth in order to create business with speed and respond to changes in the business environment and the needs of customers around the world. This belief is expressed in CODE10, which is the code of conduct and ethics based on the Company’s management principles and Compliance Regulations, while items related to human capital are indicated in the Annual Securities Report. The Company is committed to actively work to develop human resources and improve the workplace environment, with the aim of ensuring diversity in which people of different races, nationalities, genders, and ages can work together with enthusiasm, and to promote equal opportunities and open communication among all executives and employees at all levels within the organization. In terms of improving the workplace environment, the Company aims to promote a diverse and open work environment in accordance with CODE10, and will continue to improve the workplace environment through support systems that will help the formation of medium- to long-term career development, such as support for balancing work with childcare and nursing care, which are already being operated.
  In promoting human resource development, the Company has set out, "respect diverse values and develop human resources who can contribute to society as manufacturing partners, regardless of national borders,” as one of its human resource development policies. In line with these policies, the Company will continue to strengthen various educational measures, including level-specific training, as well as regular rotations, including overseas postings.
  
  [Promotion of female officers and employees]
  With regard to the promotion of female officers and employees, we will continue to work on pipeline formation, career awareness building, and environmental improvement for each generation from a medium- to long-term perspective, and aim to achieve the following in FY2030 in order to increase the number of female officers and employees involved in management decision-making in the future.
  ・The ratio of female employees hired for career-track positions will be 30% (as of March 31, 2023: 27.8%).
  ・The ratio of female employees in career-track positions will be 15% (as of March 31, 2023: 6.8%).
  ・The ratio of female employees in management positions will be 5% (as of March 31, 2023: 1.9%).
  
  [Promotion of foreign nationals]
  The Company, conducting its activities globally, has continuously operated its personnel system that applies to all nationalities, and has carried out recruiting activities and education regardless of the employee's nationality. With the growing trend of globalization, we will be further strengthening the recruitment of foreign human resources.
  Overseas, the Company has appointed foreign nationals to executive and management posts at overseas subsidiaries, and has developed personnel systems and promoted educational and other measures at its local subsidiaries over the past few years. In order to achieve a competitive advantage on a global scale, the Company will increase the number of foreign personnel involved in management decision-making and accelerate the promotion of global business by continuing to strengthen human resources development and improve personnel systems to increase the number of foreign nationals in senior management positions at its overseas subsidiaries from the current 28 as of March 2021 to approximately 50 by the 2030s.
  
  [Promotion of midcareer hires]
  With regard to the promotion of midcareer hires, the Company actively hires people with various backgrounds and specialties in mid-career in order to achieve the effects of diversity expressed in its Ten Provisions of Code of Ethical Conduct (“CODE 10”). The ratio of midcareer hires in management positions is more than 60%, while the ratio of midcareer hires in executive positions is more than 70%.
  The Company will keep the ratio of midcareer hires in career-track positions at about 50% to secure human resources for management and professionals, as well as to secure diverse human resources with different human races, nationalities, genders, and ages. In addition, with regard to hiring graduates, the Company will maintain the same number of people from the perspective of maintaining the age pyramid in the Company, succeeding corporate culture and know-how, furnishing the ground of core human resource development.

【Principle 2-6　Function as an asset owner of corporate pension plans】

• The Company employs human resources with the necessary experience and qualifications within its Corporate Division to properly operate and manage the defined benefit corporate pension plan and to ensure continuous opportunities for such human resources to study. As for the overall soundness of the investment, the Company has formulated a basic policy for the investment of pension assets, and the Company regularly receives reports from pension asset management and investment trust organizations and discloses them internally.
  The Company has selected a number of organizations to manage and operate the pension assets of its employees based on a comprehensive evaluation of their asset management experience, performance, and compliance with the stewardship code.
  The Company believes that there will be no conflict of interest between the Company and the beneficiaries of corporate pension plans by leaving the selection of individual investment destinations, investment instructions and exercise of voting rights to the discretion of each fund management organization.

【Principle 3-1　Enhance information disclosure】

• （1）Corporate goals（management principles, etc.）, management strategies and management plans
• Management principles and other information are disclosed on the Company‘s website, and management strategy and plans are disclosed in the financial results briefs and financial results explanatory materials.
  ＜Reference＞
  Management principles, etc.　http://www.elematec.com/en/info/profile.html
  Management strategies and plans
  （Management strategy）　http://www.elematec.com/en/ir/management.html
  （Financial results briefs）　http://www.elematec.com/en/ir/lib/lib1/
  （Briefing materials）　http://www.elematec.com/en/ir/lib/lib5/
  Initiatives for Sustainability　http://www.elematec.com/en/sustainability/sustainability.html

• （2）Principles and basic policies on corporate governance

• Basic approach on corporate governance

• As a prerequisite for the Company's corporate activities, the Company will build smooth relationships with its stakeholders, including "shareholders," "customers and other business partners," "employees" and "community." The Company will also ensure soundness, transparency and efficiency in building such relationships.
  Based on these activities, the Company aims to increase profits and continuously increase corporate value, and to fulfill its responsibilities to stakeholders, including ensuring the rights of shareholders, as well as its accountability to them.
  To this end, the Company will continuously improve and maintain the internal control framework governing corporate activities, such as the management structure, management organization and management system that support transparent, fair, prompt and decisive decision-making and execution of business.

• Basic policy on corporate governance

• 1. Ensuring shareholder rights and equality
• In order to ensure the substantive equality of shareholders and to contribute to the appropriate exercise of shareholders' rights, the Company makes timely and appropriate disclosures that are useful for securing the shareholders' investment decisions and the common interests of shareholders, in addition to stock-related matters in compliance with related laws and regulations.

• 2. Appropriate collaboration with stakeholders other than shareholders
• The Company considers the interests of not only its shareholders but also the Company's employees, customers, suppliers, creditors, local communities and various other stakeholders in order to enhance the Company's corporate value over the long-term.
  In addition, to ensure that Directors, Executive Officers and employees always act ethically, the Company has established and disclosed internal Code of Business Practice, including ethics, in its Employment Regulations and Compliance Regulations approved by the Board of Directors.
  As with the Company, each Group company has its own rules of employment and compliance, and the content of these rules is communicated to the officers and employees of the Company.

• 3. Appropriate information disclosure and transparency
• The Company views information disclosure as an important management issue, and recognizes that ensuring transparency through appropriate information disclosure is essential to gain the understanding of shareholders and other stakeholders.
  For this reason, the Company discloses information in accordance with laws and regulations as appropriate, discloses voluntary information in a constructive manner with shareholders, and provides information useful for investors' investment decisions.
  The Board of Directors resolved to provide financial information, management strategy, management issues, and other non-financial information in an active and concrete manner that is useful to shareholders and other stakeholders.

• 4. Responsibilities of the Board of Directors
• The Board of Directors believes that responding to the mandate of shareholders is to realize efficient and effective corporate governance for all shareholders through long-term maximization of corporate value, and to achieve the Company’s sustainable growth and further increase corporate value based on this corporate governance.
  To achieve these goals, we have formulated a medium-term management strategy based on our management policy.
  In order to achieve the medium-term management strategy, the Company is also working to improve the environment to support appropriate risks taken by the Board members through having them activate discussions and deliberations on various risks at the meetings, while providing the members with performance-linked bonuses as an incentive to achieve performance.
  One of the roles of the Independent Outside Directors is to review and evaluate the results of the Company’s management and the performance of the management team from time to time in light of the management strategy presented to the Board of Directors or determined by the Board of Directors or the profit and loss prospects pertaining thereto, and to judge the appropriateness of entrusting the Company’s management to the current management team from the viewpoint of the common interests of all shareholders, and to supervise the management.
  Further, in addition to exercising the function of supervising the Board of Directors, as a member of a voluntary advisory body, Independent Outside Directors discuss and form opinions on matters consulted by the Board of Directors and report to the Board of Directors to further improve Corporate Governance.

• 5. Dialogue with shareholders
• The Company recognizes that in order to achieve sustainable growth and improve its corporate value over the medium- to long-term, it is important to actively engage in dialogue with shareholders on a regular basis, to reflect their opinions and requests in management, and to grow the Company together with shareholders.
  Each year at the General Meeting of Shareholders, after the completion of briefings on the business report and other topics, and prior to the vote on the agenda, sufficient time is allotted for question-and-answer sessions with shareholders, and a wide range of briefings are given, including a detailed explanation of the management situation, management plans and business results of the Company, with the aim of deepening understanding of the issues facing shareholders.
  In addition to holding briefings for institutional investors, the Company also participates in briefings for individual investors and actively provide opportunities for dialogue with shareholders and investors. Furthermore, a shareholder questionnaire is enclosed with the business report (business report for the year-end has been integrated with convocation notice), which is issued once a year, and the results are circulated to all executive Directors, and based on this, the Company recognizes the opinions and proposals requested by shareholders as future management issues and shall consider their countermeasures.
  Furthermore, the status of dialogue with shareholders is reported to the Management Meeting attended by the Chief Executive Officer and Chairman of the Board, executive Directors, etc., and through this activity, the Comapny makes efforts to conduct discussions while taking into account the opinions of our shareholders. Information will be shared as appropriate with the Board of Directors in the future.

• （3）Policies and procedures for determining compensation for senior management and Directors
• （Policies）
  Compensation for Directors shall be determined by the Board of Directors after deliberation annually within the scope of the total annual amount of compensation for officers approved by resolution at a General Meeting of Shareholders. The level of compensation shall be set for each position using objective benchmarks, such as by referring to survey data from outside expert organizations, in order to contribute to securing and promoting excellent human resources and raising awareness of contribution to increasing corporate value. The compensation system shall take into account the following points, as well as incentives for execution of the Company's management policy and improvement of business performance.
  ・Compensation structure that raises awareness of contribution to medium- to long-term business performance improvement and increases corporate value.
  ・The calculation of performance-linked compensation shall use indicators that ensure transparency, objectivity and continuity.
  The compensation system shall be reviewed as necessary to provide an incentive to enhance corporate value over the medium- to long-term.


• （Procedures）
  The Board of Directors has the authority to make decisions on policies concerning the determination of the amount of compensation for Directors or the calculation method thereof. An overview of the relevant procedures is as follows.
  ・The President shall confirm proposals on policies related to decisions made concerning the calculation method for compensation for Directors and shall, in accordance with the details of said policy, draft a tentative proposal for individual compensation amounts to be paid to each Director within the range of the total annual amount determined by resolution of the General Meeting of Shareholders for each term and propose this to the Board of Directors.
  ・Upon receiving an explanation of said tentative draft, the Board of Directors agrees to consult with the relevant committee.
  ・The relevant committee will deliberate on the proposal from the Board of Directors before providing an answer to the Board of Directors.
  ・The President shall follow the prescribed procedures in accordance with the capital and business alliance agreement concluded with Toyota Tsusho Corporation.
  ・Upon the completion of said procedures, the President shall present a final report to the relevant committee and the proposal shall be presented to the Board of Directors as a resolution to be passed by the Board.
  Upon the completion of the above, the Board of Directors shall deliberate on the presented proposal to determine the compensation to be paid to senior management and Directors.

• （4）Policies and procedures for the Board of Directors to elect and dismiss senior management and nominate candidates for Directors and Audit & Supervisory Board Members
• Chief Executive Officer and Chairman of the Board formulates a draft of candidates for senior management, Directors and Audit & Supervisory Board Members, and the Board of Directors deliberates and comprehensively selects and nominates candidates based on the criteria that candidates must possess a certain level of experience and expertise in business management, corporate administration, or a specific field of expertise, and the ability to make accurate and timely decisions based on that experience and expertise, in addition to having outstanding character as an individual and insight to ensure compliance with laws and regulations and corporate ethics, taking into consideration the balance of knowledge, experience and ability of the management team and the Board of Directors as a whole.
  The Company has specified six areas of skills for Directors and Audit & Supervisory Board Members that are considered to be important for the Group from the perspective of corporate management and included them in the Reference Documents for the Notice of Convocation in the form of a skill matrix.
  In addition, in order to further ensure the fairness and transparency of appointment and nomination procedures, advisory and report procedures of the Nomination and Compensation Committee must be completed before the final selection/nomination of candidates following deliberation by the Board of Directors.
  On the other hand, dismissal of senior management, Directors, and Audit & Supervisory Board Members in the event of suspicion of illegal or improper acts, or in the event that they are unable to continue their duties due to health reasons, shall be decided as a proposal to be submitted to the General Meeting of Shareholders following deliberation by the Board of Directors.

• （5）Explanation on the selection and dismissal of senior management and the individual selection and dismissal of candidates for Directors and Audit & Supervisory Board Members
• The Company shall disclose information on the appointment and dismissal of senior management from time to time on the Company’s website and other disclosure media. As for the nomination of candidates for Directors and Audit & Supervisory Board Members, the Notices of Convocation of the General Meeting of Shareholders are disclosed with personal backgrounds and the reasons for each nomination.
  Regarding proposals for dismissal of Directors and Audit & Supervisory Board Members during their terms of office, the reasons for such dismissal are disclosed in the Reference Documents for the General Meeting of Shareholders.

【Supplementary principle 4-1-1　Scope of delegation to the management team】

• At the Company, the Board of Directors makes decisions on important management matters stipulated in various regulations such as "Board of Directors Regulations" in addition to matters stipulated by laws and regulations or the Articles of Incorporation, and it also supervises the execution of business.
  As a result, it has been made clear that decisions on matters that do not meet the criteria for deliberation and the execution of business are to be delegated to the management team, by establishing the criteria for amount, etc. for each item based on the degree of importance to management and by establishing the criteria for deliberation to the Board of Directors.
  In addition to the Sustainability Committee, which was established in April 2022, the Company has also established meeting organs such as the Management Committee, Division Directors Committee, and Sales Division Directors Committee to enhance deliberations and discussions on important issues, as well as to discuss, monitor, and share information on important issues from various perspectives through various cross-organizational meetings such as the General Managers Committee and the Sales Information Committee.

【Principle 4-9　Independent External Director judgment criteria and qualifications】

• The Company has selected candidates for independent External Directors based on the independence standards of the Tokyo Stock Exchange.

[Supplementary Principle 4-10-1 Appropriate involvement and advice of independent External Directors through the establishment of independent advisory committees]

• In a situation where the number of independent External Directors has not yet reached a majority of the Board of Directors, the Board of Directors deliberates on the nomination and remuneration of Executives and Directors after going through the prescribed procedures to the parent company. However, in order to ensure fairness, transparency and objectivity in procedures related to the nomination and compensation of senior management and Directors, etc., and to strengthen corporate governance, the Company established the Nomination and Compensation Committee as an advisory body to the Board of Directors in April 2022.
• The concept behind the independence of the Committee, its authority and role, etc. are as follows.


• 1．Concept
• The aim of the Nomination and Compensation Committee is to ensure fairness, transparency and objectivity in procedures regarding the nomination and compensation of directors, etc. The Committee shall be comprised of three or more Directors selected by resolution of the Board of Directors, the majority of which shall be selected from External Directors, and External Directors shall, in principle, be selected from independent External Directors.
  
  【Composition of the Committee】
  Committee Chairman: Sosuke Seki (External Member of the Board)
  Committee Member Akira Yokode (Chief Executive Officer and Chairman of the Board)
  Committee Member Yosuke Komatsu (Member of the Board)
  Committee Member Tatsumi Maeda (External Member of the Board)
  Committee Member Yoshiaki Yatsu (External Member of the Board)


• 2．Role
• Upon request of the Board of the Directors, the role of the Committee is to deliberate on the following matters and report without delay to the Board of Directors with the aim of forming opinions as a Committee and providing additional information to the Board of Directors.


• 3．Advisory/reporting function
• (1) Matters concerning the appointment and dismissal of candidates for the position of Director and Audit & Supervisory Board Member 　
  (2) Matters concerning the proposal of candidates for the position of Executive Officer nominated by the parent company 　
  (3) Matters concerning proposals for the General Meeting of Shareholders regarding (1) and (2) above and procedures for the Board of Auditory & Supervisory Members 　
  (4) Matters concerning criteria for the independence of External Officers 　
  (5) Matters concerning policy regarding successor plans and training status 　
  (6) Matters concerning the design, structure and standards for Executive Officer compensation and calculation methods 　
  (7) Matters concerning the appointment and dismissal of and compensation for Executives 　
  (8) Any other matters referred by the Board of Directors

【Supplementary principle 4-11-1　Policy on Board of Directors’ diversity】

• The Company's Board of Directors currently consists of 9 directors. The Board of Directors consists of the Chief Executive Officer and Chairman of the Board who executes business operations, Directors who concurrently serve as Executive Officers, non-executive Directors who concurrently serve as officers and employees of the parent company, and independent External Directors. The balance of members are taken into account.
  The Company’s Audit & Supervisory Board consists of 4 Audit & Supervisory Board Members: 1 Audit & Supervisory Board Member (Full-Time), 2 independent External Audit & Supervisory Board Members, and 1 Audit & Supervisory Board Member who also serves as an officer and employee of the parent company.
  The lineup of executive Directors focuses on the relationship with the front line, while the non-executive Directors and Audit & Supervisory Board Members, who concurrently serve as officers and employees of the parent company, are selected from candidates who have extensive business execution experience at the front line or in administrative divisions of the parent company.
  External officers are nominated from professionals in the fields of legal, financial or accounting or from individuals with experience at companies, or from individuals with experience of senior management or management team of a company.
  In terms of the selection of candidates with such diverse knowledge and experience and deliberation and decision-making by the Board of Directors, the Company has specified six areas of skills for Directors and Audit & Supervisory Board Members that are considered to be important for the Group from the perspective of corporate management and included them in the reference documents for the Notice of Convocation for the 75th Ordinary General Meeting of Shareholders held in June 2021 in the form of a skill matrix.
  These approaches are disclosed in "4 [Status of the Submitting Company] 4 [Status of Corporate Governance, etc.] (1) Outline of Corporate Governance” in the Annual Securities Report, the Corporate Governance Report submitted to the Tokyo Stock Exchange, and the agenda items for the election of Directors and Audit & Supervisory Board Members in the Reference Documents for the General Meeting of Shareholders.

【Supplementary principle 4-11-2　Concurrent holding of positions by Directors and Audit & Supervisory Board Members】

• The status of concurrent holding of positions by Directors and Audit & Supervisory Board Members at other companies is disclosed annually in Notices of Convocation of the General Meeting of Shareholders, Annual Securities Reports and reports on corporate governance.
  The Company has 9 Directors (2 non-executive Directors who concurrently serve as officers and employees of the parent company and 3 External Directors), but the 4 executive Directors do not hold concurrent positions as officers of other listed companies outside of the Group, enabling them to concentrate on their duties.
  The Company has 4 Audit & Supervisory Board Members (1 Audit & Supervisory Board Member (Full-Time), 1 Audit & Supervisory Board Member concurrently serving as an officer and employee of the parent company, 1 External Audit & Supervisory Board Member who concurrently serves as an Outside Officer of another listed company other than the Group, and 1 External Audit & Supervisory Board Member who has served as a full-time Audit & Supervisory Member of another listed company other than the Group in the past), of whom the Audit & Supervisory Board Member (Full-Time) is not a concurrent executive of any other company and can concentrate on the duties of the Audit & Supervisory Board Member of the Company at any time.

【Supplementary principle 4-11-3　Board of Directors effectiveness analysis, assessment and results disclosure】

• The main function of the Company’s Board of Directors is to make decisions on business execution. It consists of 4 executive Directors, 2 non-executive Directors who concurrently serve as an officer and employee of the parent company, 3 External Directors, and 4 External Audit & Supervisory Board Members and Audit & Supervisory Board Members.
  In order to increase the company's corporate value and enhance the common interests of its shareholders, its members emphasize diversity and balance in terms of knowledge, experience, ability, expertise and background.
  Based on this structure, the Company’s Board of Directors analyze and evaluate the effectiveness of the Board of Directors as a whole by surveying the composition, operations, agendas, support systems and other matters of the Board of Directors for all Directors and all Audit & Supervisory Board Members.
  The questionnaire submitted by each member of the Board is then compiled and the results of the effectiveness assessment by the Board of Directors are reported to the Board of Directors.
  The Board of Directors shall continue to play a supervisory role through vigorous discussion and proper deliberation to ensure further effectiveness and strengthen the governance system.

【Supplementary principle 4-14-2　Training Policies for Directors and Audit & Supervisory Board Members】

• The Company provides opportunities for the newly appointed Directors and Audit & Supervisory Board Members to explain and acquire the necessary knowledge on the Company's business, finance, organization and legal knowledge, etc., according to their individual backgrounds. In addition, external training programs provided by third-party organizations are utilized to provide them with an opportunity to fully understand the roles and responsibilities required of Directors and Audit & Supervisory Board Members.
  Since then, the Company has continued to provide opportunities and training opportunities suitable for individual Directors and Audit & Supervisory Board Members, in order to update the necessary knowledge, and to support their costs.
  The Company will hold training sessions for directors and corporate auditors about twice a year, selecting themes that take into account the current situation.

【Principle 5-1　Policy on constructive dialogue with shareholders】

• The Company has a Director in charge of IR and the Corporate Planning & Human Resources Development Department is responsible for IR.
  Director in charge of IR administers the departments related to IR activities at the Corporate Division and works to coordinate daily activities among the divisions.
  Corporate Planning & Human Resources Development Department responds to telephone inquiries from investors and inquiries from shareholders, holds financial results briefings for analysts and institutional investors, and the Director in charge of IR provides explanations.
  The themes of dialogue with institutional investors include matters related to the Company's sustainable growth and improvement of corporate value over the medium- to long-term, whether it is at financial results briefings or small meetings.
  In addition, the Company distributes business reports to our shareholders twice a year and conduct survey through questionnaires at the interim and the year-end. (Business report for the year-end has been integrated with convocation notice.)
  The Company has also set up an IR section of the Company’s website, where appropriate responses are promptly given.
  When a shareholder requests an interview, the President or Director in charge of IR may respond to the interview, taking into account the purpose of the interview with the shareholder and the shareowner holding status.
  Through these activities, the Company is able to listen to the opinions and requests of investors and shareholders and continuously review them as future management issues.
  Brief reports are made to the management team and other relevant parties to share information with the Directors or Audit & Supervisory Board Members on the status of financial results briefings, results, summary of questionnaire, and opinions and concerns of shareholders as identified through dialogue with shareholders.
  When engaging in dialogue with shareholders, the Company pays sufficient attention to the management of insider information in accordance with internal rules.
  
  Status of dialogue with the Company and shareholders conducted during the term ended March 2023 is as follows:
  
  [Major responder]
  •Chief Executive Officer and Chairman of the Board, Director in charge of IR, Division Director of the Corporate Division, Corporate Planning & Human Resources Development Dept.
  
  [Summary of shareholders conducting the dialogue]
  32 Individual meetings were held with a total of 21 companies (16 domestic institutional investors and 5 overseas institutional investors).
  2 financial results briefings for institutional investors were held with the participation of 22 domestic institutional investors.
  In addition, 2 web briefing meetings were conducted for individual private investors, with the participation of more than 1,000 investors.
  
  [Major themes of the dialogue, shareholder interests]
  ■ About M&A strategy
  ■ Approach regarding return to shareholders
  ■ Differentiation from competitors, the strengths of the Company.
  Cases of the dialogue where the problems were identigied by shareholders and the dialogue which obtained the understanding of shareholders through explanations by the management team, etc. are described below.
  
  [1] M&A Strategy
  The Company has been discussing M&A constantly and intends to actively execute M&A when synergies can be anticipated. Having discussed with many investors about improving corporate value through M&A, and having explained our policies regarding new merchandise, acquisition of commercial rights and talented human resources, we are confident that our intent has been understood by our investors.
  With the objective of further enhancing our approach towards M&A, we have been upgrading our internal decision system from the term ended March 2023, in the approach to further improve our corporate value.
  
  [2] Return to Shareholders
  The Company has positioned the distribution of benefits to our shareholders as an important management task and has actively pursued return to shareholders, such as increasing the payout ratio (consolidated) to 40% from 30%, from the term ended March 2020. This has been well received by many of our investors; however, there were some voices requesting more efficient utilization of cash and deposits.
  With these opinions in mind and having reviewed our medium- to long-term performance forecast and cash flow based on the investment plans, we have decided to raise our payout ratio from the term ending March 2024, to 50% from 40% to further strengthen return to our shareholders. Furthermore, in order to provide a stable dividend even during a temporary downturn, we have decided to simultaneously introduce a Dividend on Equity Ratio (DOE) index, in addition to the existing payout ratio.
  
  [3] Points of differentiation from competitors and the strengths of the Company
  At the Company, we have conducted dialogue with many of our investors regarding the Company’s business models and strategies, and many had expressed the viewpoint that the Company should provide more information regarding the points of differentiation from competitors as well as the strengths of the Company. With this in mind, additional information as well as the method of its presentation have been prepared to enable our investors to further understand the Company. In addition, we are working to renew the Company’s website and prepare an integrated report aimed at enhancing disclosure of non-financial information, to further communicate information.
  We shall make efforts to actively communicate information to further deepen the understanding of the Company.
  
  [Feedback of shareholder opinions, etc., to the management and the Board of Directors]
  The Company report the status of dialogue with shareholders to the Management Meeting attended by the Chief Executive Officer and Chairman of the Board and executive Directors, etc., and through this activity, it makes efforts to actively conduct discussions while taking into account the opinions of our shareholders. Information will be shared as appropriate with the Board of Directors in the future.