(1) Board of Directors
The Board of Directors comprises 12 directors in total including 6 outside directors. In principle, the Board meets once each month and holds extraordinary meetings when necessary.
Board makes deliberates and decisions on matters specified in laws and regulations, the Articles of Incorporation, and other internal rules, reports on the status of the execution of business and other necessary information, and supervises the execution of duties by directors.

(2) Audit and Supervisory Committee
The Audit and Supervisory Committee comprises 4 members including 3 outside Audit and Supervisory Committee members. In principle, the Audit and Supervisory Committee meets once each month and holds extraordinary meetings when necessary.

(3) The Group Management Headquarters Meeting
The Company has established the Group Management Headquarters Meeting, which is convened by the Representative Director, President & COO as a body to deliberate and decide on important executive policies related to Group management. In principle, the Conference meets once each week. Also, advice is requested from the Representative Director, Founder & CEO, as necessary.

(4) Management Meeting
The Company established a Management Meeting, which is convened by the Representative Director, President & COO to coordinate Group management, confirm policies, and so on. In principle, the Council meets once each month.

(5) Nomination and Compensation Committee
・Purpose of establishment
The voluntary-based Nomination and Compensation Committee has been established for the purpose of strengthening the supervisory function of the Board of Directors and enhancing corporate governance systems by ensuring transparency and objectivity of evaluation and decision-making processes relating to nomination and compensation, etc., of directors, Audit and Supervisory Committee members, and delegation-based executive officers.

・Roles and Activities of the Nomination and Compensation Committee
In response to inquiries from the Board of Directors, the Committee deliberates and reports to the Board of Directors on matters related to the appointment and dismissal of directors, the Audit and Supervisory Committee members, and delegation based executive officers, appointment and dismissal of directors with titles, compensation of directors, the Audit and Supervisory Committee members, and delegation-based executive officers, and other important management issues that the Board of Directors deems to be necessary.
In fiscal 2025, the Nomination and Compensation Committee met five times. Its principal deliberations covered such matters as the “appointment of directors, executive officers, and Audit and Supervisory Committee members,” the “amount of performance-linked remuneration,” and the “review of incentive levels.”
Additionally, in order to enhance the corporate value of Group companies, we examine future reorganizations concerning officer structure, body design, performance-linked remuneration, and other matters.

・Structure of the Nomination and Compensation Committee
The Committee shall comprise 3 or more directors appointed by the Board of Directors, a majority of whom shall be independent outside directors. The Committee’s chairperson shall be appointed from among the Committee members who are independent outside directors.

The current composition of the Nomination and Compensation Committee and attendance in fiscal 2025 are as follows.
Noritomo Hashimoto, Outside Director (Chair)　5/5（100%）
Isao Tsukamoto, Representative Director, Founder & CEO 5/5（100%)
Ryoichi Kado, Representative Director, President & COO 5/5（100%)
Susumu Miyoshi, Outside Director 5/5（100%)
Mamoru Yoshida, Outside Director　5/5（100%）

(6) Sustainability Committee
The Sustainability Committee, chaired by the Representative Director, President & COO. Under the committee, we have set up specialized subcommittees for Compliance, Risk Management, Information Disclosure, Environmental Management Promotion, Diversity Promotion, and Governance. This management structure promotes CSR and sustainability across the Group.

(7) Internal Audit Department
The Internal Audit Department is under the direct authority of the Representative Director, President & COO. It works in collaboration with the Administration Headquarters, etc. to audit the validity and use of management resources, as well as the status of compliance with laws, regulations, and internal rules, in relation to all business activities, including those at Group companies. The Company is also conducting evaluations of our internal control systems in response to the enforcement of the Financial Instruments and Exchange Act.

(8) Execution of business
The allocation of duties to directors and executive officers are determined by decisions of the Board of Directors, and each carries out their duties.

(9) Audit and supervision of Director who are Audit and Supervisory Committee Members
The Company established and implements Audit Standards for Audit and Supervisory Committee members.

(10) Status of audits
Audits in the Company are planned and carried out by the 4 Audit and Supervisory Committee members.
The Company also undergoes audits by PricewaterhouseCoopers Japan LLC.

(11) Nomination and Compensation Decisions
Concerning nomination:
The appointment and dismissal of executive officers are determined by the Board of Directors based on the Regulations on Employment-Based Executive Officers, and the appointment and dismissal of titled executive officers at the rank of Senior Executive Officer and above are determined by the Board of Directors based on the Regulations on Delegation-Based Executive Officers, in each case after deliberation by the Group Management Headquarters Meeting and the Nomination and Compensation Committee.
For the nomination of director candidates, the requirement for selection is that the person be “an individual of strong character and insight who will contribute to the sustainable growth of the Group and the enhancement of corporate value over the medium to long term.” In making such nominations, the Nomination and Compensation Committee deliberates on the matter and submits its report to the Board of Directors; upon receiving this report, the Board of Directors deliberates and makes its decision. For the nomination of candidates for directors who are Audit and Supervisory Committee members, the requirement for selection is that the person be “an individual of character befitting an Audit and Supervisory Committee member, with advanced specialist knowledge and abundant experience.” In nominating such director candidates, after the Nomination and Compensation Committee has deliberated on the matter and the consent of the Audit and Supervisory Committee members has been obtained, a report is submitted to the Board of Directors; upon receiving this report, the Board of Directors deliberates and makes its decision.
The Nomination and Compensation Committee, a voluntary advisory body to the Board of Directors, is chaired by an outside director and has outside directors constituting a majority of its total membership, thereby ensuring thorough oversight of management through the perspective of outside officers.

Concerning compensation decisions:
・Policy regarding the determination of the amount of remuneration, etc. for each individual in fixed remuneration
The fixed remuneration for directors of the Company shall be fixed monthly remuneration in cash, which shall be determined in accordance with the position and responsibilities, etc., while taking into consideration the levels of other companies, the business performance of the Company, and the level of employee salaries, and reviewing the remuneration as appropriate in a comprehensive manner.

(12) Limited Liability Agreements
The Company has entered into contracts with directors (excluding executive directors, etc.) based on the provisions of the Companies Act, Article 427, Paragraph 1 to limit their liability for damages under Article 423, Paragraph 1 of the said Act. The maximum amount of liability for damages based on this agreement shall be the amount stipulated in laws and regulations. Furthermore, this limitation of liability shall only be recognized when the execution of duties that was the cause of the liability of the director was performed in good faith and without gross negligence.

・Basic policy
The Company's basic policy is to set the remuneration of directors at an appropriate level based on their respective responsibilities in determining the remuneration of individual directors as a remuneration system that is linked to shareholders' profits so that it can fully function as an incentive to secure and retain excellent human resources who will implement the realization of the Company's management philosophy and continuously improve corporate value. Specifically, remuneration for executive directors consists of fixed remuneration, which is paid at a fixed amount, performance-linked remuneration and stock-based remuneration, while remuneration for outside directors and director who are Audit and Supervisory Committee members, who are responsible for supervisory functions, consists of fixed remuneration only in consideration of their responsibilities.
Furthermore, the content of remuneration for directors is designed to be reasonable, objective and transparent in terms of both the content of remuneration and decision-making procedures.

・Policy regarding the determination of the amount of remuneration, etc. for each individual in fixed remuneration
The fixed remuneration for directors of the Company shall be fixed monthly remuneration in cash, which shall be determined in accordance with the position and responsibilities, etc., while taking into consideration the levels of other companies, the business performance of the Company, and the level of employee salaries, and reviewing the remuneration as appropriate in a comprehensive manner.

・Policy for determining the details of performance-linked remuneration, etc. and non-monetary remuneration, etc. and the method for calculating the amount or number of such remuneration
Performance-linked remuneration, etc. is monetary remuneration reflecting performance indicators in order to raise awareness of the need to improve performance for each fiscal year, and an amount calculated in accordance with the degree of achievement of the target values for operating income, ordinary income and net income attributable to owners of parent for each fiscal year is paid as a bonus at a specified time. The target performance indicators and their values are based on the profit-oriented management set forth in the Medium Term Management Plan, and will be reviewed in accordance with changes in the business environment, respecting the report of the Nomination and Compensation Committee. The amount of performance-linked remuneration is based on the consolidated business results.
Non-monetary remuneration, etc. is granted at a set time after the end of the fiscal year as restricted stock compensation with a transfer restriction period of up to 20 years, which is designed to provide incentives for the sustainable enhancement of the Company's corporate value and to promote further value-sharing with shareholders through the holding of the Company's shares. The number of shares to be granted is determined in consideration of the position, responsibilities, stock price, etc., and with respect to the report of the Nomination and Compensation Committee.

・Policy on determination of the ratio of the amount of monetary remuneration, the amount of performance-linked remuneration, etc., or the amount of non-monetary remuneration, etc., to the amount of individual remuneration, etc., of directors
The ratio of type of remuneration for directors (excluding outside directors and director who are Audit and Supervisory Committee members) is determined based on the report of the Nomination and Compensation Committee, taking into consideration the position, responsibilities, and trends in the remuneration levels of other companies with similar business scale as the Company.

・Matters related to the decision policy concerning the details of remuneration, etc. for individual directors
Based on the delegated resolution of the Board of Directors, Representative Director, Founder & CEO and Representative Director, President & COO are delegated the authority to determine the amount of fixed remuneration for each director, the allocation of performance-linked remuneration (bonuses, etc.) based on the performance of the business for which each director is in charge, and the number of shares to be allotted to each individual in the form of restricted stock compensation.
The Board of Directors consults the Nomination and Compensation Committee on the draft and obtains its report to ensure that such authority is properly exercised by the Founder & CEO and President & COO, and the Founder & CEO and President & COO, who have received the above delegation, make decisions with respect to the content of this report.

・Matters concerning the method of decision when the decision on the details of remuneration, etc. is delegated to a director or other third party
The Representative Director, Founder & CEO and Representative Director, President & COO determine the specific details of the amount of remuneration, etc. and the number of shares to be allotted to each individual based on the delegated resolution of the Board of Directors. The Board of Directors shall take measures to make decisions after consultation and reporting by the Nomination and Compensation Committee to ensure that such authority is properly exercised by the Founder & CEO and President & COO.
The Founder & CEO and President & COO determine the details of individual remuneration for each director by fully respecting the advice and report of the Nomination and Compensation Committee, while taking into consideration the Company's overall performance, stock price, the role of each director, the impact of each director on the Company's performance and other circumstances.

・Matters related to the resolution of the General Meeting of Shareholders regarding the remuneration of directors and Audit and Supervisory Committee members
The maximum amount of remuneration for directors was resolved at the 57th General Meeting of Shareholders held on June 26, 2025, to be less than 1,200 million yen per year (of this amount, up to 200 million yen is for outside directors; salaries for services as employees are not included). As of the close of this General Meeting of Shareholders, the number of directors, not including the Audit and Supervisory Committee members, was 8 (including 3 outside directors).
In addition, it was resolved that the annual amount of monetary remuneration claims to be paid to directors, not including the Audit and Supervisory Committee members (excluding outside directors), for the granting of restricted shares shall be 300 million yen or less, separately from the above maximum amount of remuneration. As of the close of this General Meeting of Shareholders, the number of directors, not including the Audit and Supervisory Committee members (excluding outside directors) was 3.
It was resolved that the maximum amount of remuneration to be paid to the Audit and Supervisory Committee members shall be 100 million yen or less per year. The number of Audit and Supervisory Committee members as of the close of this General Meeting of Shareholders was 4. Furthermore, the remuneration of Audit and Supervisory Committee members is determined through consultation among said committee members.

・ Main matters deliberated in FY2024