Enhancing Oversight Through the Audit and Supervisory Committee System and Outside Directors

「The description includes the planned matters, including positions, to be resolved at the Board of Directors meeting scheduled to be held immediately after the relevant Annual General Meeting of Shareholders. If the proposals at that meeting are approved as originally submitted, the composition is expected to be 5 men and 2 women, with women accounting for 28.5% of officers.」

「Although Nakamura Tomomi (中村友美) has never been directly involved in corporate management, we nominated her as a candidate for outside director because, as a former politician, she has social and administrative expertise, extensive knowledge of education and diversity promotion, and a perspective as a woman that we expect her to apply in providing advice. We also determined that she does not conflict with the independence standards prescribed by the Tokyo Stock Exchange and that there is no risk of a conflict of interest with general shareholders, and accordingly designated her as an independent officer.」

「The Board of Directors consists of 4 directors, excluding directors who are audit and supervisory committee members, and 3 directors who are audit and supervisory committee members, all of whom are outside directors. One of the directors is a woman, reflecting consideration for diversity in the composition of the Board. To achieve accurate and swift business operations, enhance the transparency of the Board of Directors and strengthen the corporate governance system, the Company maintains a structure in which highly independent outside directors constitute a majority.」

「Pursuant to Article 193-2, Paragraph 1 of the Financial Instruments and Exchange Act, the Company has undergone a quarterly review by KPMG AZSA LLC of its quarterly consolidated financial statements for the first quarter consolidated accounting period and the first quarter consolidated cumulative period, both covering 1 March 2024 to 31 May 2024.」

「As of 24 May 2024, the Board of Directors consisted of 4 directors, excluding directors who are audit and supervisory committee members, and 3 directors who are audit and supervisory committee members, all of whom were outside directors. One of the directors was a woman, reflecting consideration for diversity in the composition of the Board. To achieve accurate and swift business operations, enhance the transparency of the Board of Directors and strengthen the corporate governance system, the Company maintained a structure in which highly independent outside directors constituted a majority.」

「As of 26 May 2023, the Board of Directors consisted of 4 directors, excluding directors who are audit and supervisory committee members, namely Representative Director and President 山本哲也, Representative Director, Vice President and Executive Officer 伊藤泰雄, Director and Senior Managing Executive Officer 天野浩二, and Outside Director 岡田満, together with 3 directors who are audit and supervisory committee members, all of whom were outside directors: 佐橋典一, 水野信勝 and 加古三津代. One of the directors was a woman, reflecting consideration for diversity in the composition of the Board. To achieve accurate and swift business operations, enhance the transparency of the Board of Directors and strengthen the corporate governance system, the Company maintained a structure in which highly independent outside directors constituted a majority.」

「As of 27 May 2022, the Board of Directors consisted of 3 directors, excluding directors who are audit and supervisory committee members, and 3 directors who are audit and supervisory committee members, all of whom were outside directors. One of the directors was a woman, reflecting consideration for diversity in the composition of the Board. To achieve accurate and swift business operations, enhance the transparency of the Board of Directors and strengthen the corporate governance system, the Company maintained a structure in which highly independent outside directors accounted for one-half of the Board.」

「The Board of Directors consists of 5 directors, excluding directors who are audit and supervisory committee members, and 3 directors who are audit and supervisory committee members, all of whom are outside directors. One of the directors is a woman, reflecting consideration for diversity in the composition of the Board.」

「The Board of Directors consists of 5 directors, excluding directors who are audit and supervisory committee members, and 3 directors who are audit and supervisory committee members, all of whom are outside directors. One of the directors is a woman, reflecting consideration for diversity in the composition of the Board. To achieve accurate and swift business operations, enhance the transparency of the Board of Directors and strengthen the corporate governance system, the Company maintains a structure in which highly independent outside directors account for at least one-third of the Board.」

「The Company has adopted the audit and supervisory committee system. Its audit and supervisory committee consists of 3 directors who are audit and supervisory committee members, including 2 outside directors, further enhancing the Board of Directors' supervisory functions.」

「The Company has adopted the audit and supervisory committee system. Its audit and supervisory committee consists of 3 directors who are audit and supervisory committee members, including 2 outside directors, further enhancing the Board of Directors' supervisory functions.」