Governance

Corporate Governance

The Board of Directors

Board of Directors Meetings Held (FY2022)

	Position	Name	Attendance at Board of Directors Meetings (Attendance/Number of Meetings)
Committee Chairperson	Chairman and Representative Director	YAMADA Masao	100% (15/15)
	President and Representative Director	SEKIGUCHI Akira	93% (14/15)
	Director	TOBITA Minoru	100% (15/15)
	Director	SUGAWARA Akira	100% (15/15)
	Director	KATAGIRI Atsushi	100% (11/11)
	Director	HOSONO Hiroyuki	100% (11/11)
	Outside Director	HOSODA Eiji*	100% (15/15)
	Outside Director	KOIZUMI Yoshiko	100% (15/15)
	Outside Director	SATO Kimio	100% (15/15)

* HOSODA Eiji retired at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

The Audit & Supervisory Board

Audit & Supervisory Board Meetings Held (FY2022)

	Position	Name	Attendance at Audit & Supervisory Board Meetings (Attendance/Number of Meetings)	Attendance at Board of Directors meetings (Attendance/Number of Meetings)
Committee Chairperson	Full-time Audit & Supervisory Board member	KINOSHITA Hiroshi	100% (15/15)	100% (15/15)
	Full-time Audit & Supervisory Board member (Outside Corporate Auditor)	FUKUZAWA Hajime	100% (15/15)	100% (15/15)
	Part-time Audit & Supervisory Board member (Outside Corporate Auditor)	TAKEDA Jin*	100% (15/15)	100% (15/15)
	Part-time Audit & Supervisory Board member (Outside Corporate Auditor)	EGAWA Shigeru*	100% (15/15)	100% (15/15)

* TAKEDA Jin and EGAWA Shigeru retired from their positions at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

Nominating Committee and Remuneration Committee

Nominating Committee and Remuneration Committee Meetings Held (FY2022)

	Position	Name	Nominating Committee (Attendance / Number of Meetings)	Remuneration Committee (Attendance / Number of Meetings)
Committee Chairperson	Outside Director	HOSODA Eiji*	100% (3/3)	100% (2/2)
	Outside Director	KOIZUMI Yoshiko	100% (3/3)	100% (2/2)
	Outside Director	SATO Kimio	100% (3/3)	100% (2/2)
	Outside Corporate Auditor	TAKEDA Jin*	100% (3/3)	100% (2/2)
	Outside Expert	OZAWA Tetsuo	100% (3/3)	100% (2/2)

* HOSODA Eiji and TAKEDA Jin retired at the conclusion of the 120th General Meeting of Shareholders held on June 27, 2023.

Total Remuneration for Directors and Audit & Supervisory Board Members with Subtotals for Each Type of Remuneration and Numbers of Recipients

Classification	Total Remuneration Paid (Millions of Yen)	Remuneration Paid by Type (Millions of Yen)			Recipients (People)
Classification	Total Remuneration Paid (Millions of Yen)	Basic Remuneration	Performance-Based Remuneration	Restricted Stock Remuneration	Recipients (People)
Directors*1	397	219	147	29	8
Audit & Supervisory Board members*2	26	26	―	―	1
Outside directors and outside Audit & Supervisory Board members	84	84	―	―	6

*1 Excluding outside directors
*2 Excluding outside Audit & Supervisory Board members

Total Amount of Remuneration, etc. of Persons Whose Total Amount of Remuneration, etc. is ¥100 Million or Higher

Name	Classification	Total Remuneration Paid (Millions of Yen)	Remuneration Paid by Type (Millions of Yen)
Name	Classification	Total Remuneration Paid (Millions of Yen)	Basic Remuneration	Performance-Based Remuneration	Restricted Stock Remuneration
YAMADA Masao	Directors	116	67	41	7
SEKIGUCHI Akira	Directors	116	67	41	7

Cross-Shareholdings

Trend in Percentage of Shares in Cross-Shareholdings in Consolidated Equity

(Unit : ％)

	FY2018	FY2019	FY2020	FY2021	FY2022
Percentage of Shares in Cross-Shareholdings in Consolidated Equity	11.0	7.6	9.7	8.5	8.5

Compliance

Corruption Prevention

Status of Disciplinary Action for Fraud and Misconduct

In FY 2022, there were zero employees reprimanded for wrongful or illegal actions, such as corruption and bribery, or for unfair or inappropriate transactions.

Internal Reporting System

Number of Internal Reporting Cases

In FY 2022, there were 18 consultations made, and corrective action was carried out and completed in all cases where such a response was necessary.

(Unit : Cases)

	FY2019	FY2020	FY2021	FY2022
Number of Consultations Made through the DOWA Consultation Desk	12	21	19	18

Status of Reported Compliance Violations

In FY 2022, there were zero reported cases of labor law violations that had an effect on business activities.

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