The Board of Directors, Audit & Supervisory Board, and Committees

Attendance Rate at Board of Directors’ Meetings, Audit & Supervisory Board Meetings, and Discretionary Committee Meetings

The Company's Board of Directors, Audit & Supervisory Board, Nominating Committee and Remuneration Committee include the following members:
As of April 1, 2025, the Board of Directors and Audit & Supervisory Board included 10 male and 5 female members. (the ratio of female directors: 30.0% and the ratio of female directors and Audit & Supervisory Board members: 33.3%)

• *The chairpersons are indicated with ◎.

Link: Expertise of External Directors and External Audit & Supervisory Board Members

Attendance number and (rate) at Board of Directors’ meetings, Audit & Supervisory Board meetings, and discretionary committee meetings in FY2024^*1

• *1Attendance number is calculated based on the meetings held in January to December 2024.
• *2Attendance number in FY2024 is calculated until retired on March 26, 2024. Their titles at that time of resignation are also noted.
• *3Attendance number in FY 2024 is calculated until retired on June 25, 2024. The title at that time of resignation is noted.
• *4Attendance number in FY2024 is calculated since appointed on March 26, 2024.

Director Skill Matrix

To achieve our Medium- and Long-Term Management Plan, we have defined the skills we consider necessary for directors as those related to (1) corporate management, (2) sustainability and ESG, (3) finance and accounting, (4) legal affairs and compliance, (5) risk management, (6) personnel and labor affairs and human resources development, and (7) the real estate business.
We appoint directors with the right skills in accordance with these requirements, and their skills are shown in the table below.

• *A ◎ in a director's skill matrix means the director in question has particularly outstanding skills in that particular area.
• *The above list is not intended to be an exhaustive list of the knowledge and experience possessed by each director.

Liability of Directors and Others

Outline of Limited Liability Agreements

Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with each Director (excluding Directors with executive authority over operations, etc.) and each Audit & Supervisory Board Member, to limit their liability for damages under Article 423, Paragraph 1 of the Companies Act to the maximum amount stipulated by law.

Outline of the Insurance Policy that Covers Director and Officer Liability for Damages

The Company has concluded an insurance policy with an insurance agency that covers Director and Officer liability for damages (D&O insurance), as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The details of the policy are as follows.

1. Scope of insured persons
   The Company and some of our subsidiaries' Directors and Audit & Supervisory Board Members under the Companies Act.
2. Percentage of premiums paid by Directors and Officers
   The Company pays all our annual premiums and our subsidiaries pay all their annual premiums for the D&O insurance policy concluded by the Company.
3. Outline of the insurance policy
   The coverage area is worldwide, and the insurance period is from February 1, 2025 to February 1, 2026.
   The following is an outline of the events insured by the policy.
   • The policy covers damages (legal damages and litigation expenses) incurred by a Director or an Officer, in the event of a claim by a shareholder or third party during the insurance period, arising from an act (including an omission) conducted in the course of his or her duties as a Director or Officer of the Company.
   • In addition, the policy also covers any costs incurred by the insured Directors or Officers that may be required to respond to a potential claim for damages, even if no such claim was being made.
     As a measure to ensure that the appropriateness of the execution of duties by the Directors and Officers is not compromised, the D&O insurance adopted by the Company exempts from liability the following acts that are offensive to public order and morals.
     • -Claims for damages arising due to a Director or Officer having illegally obtained personal benefits or favors
     • -Criminal acts committed by Directors or Officers, or acts committed by Directors or Officers while aware of their illegality
     • -Claims for damages arising from the illegal payment of remuneration or bonuses, etc. to Directors or Officers
     • -Claims for damages arising from insider trading by Directors or Officers
     • -Claims for damages arising from the provision of illegal benefits

Decision-making Body for Exemptions by Directors and Others

Pursuant to Article 426, Paragraph 1 of the Companies Act, the Company stipulates in its Articles of Incorporation that Directors (including former Directors), Audit & Supervisory Board Members (including former Audit & Supervisory Board Members), and Accounting Auditors (including former Accounting Auditors) may be exempted from liability for damages to the Company to the extent permitted by law, by resolution of the Board of Directors. The purpose of this provision is to ensure that Directors, Audit & Supervisory Board Members, and Accounting Auditors fully fulfill their expected roles.

Executive Officer Nominations

The Company’s Articles of Incorporation stipulate that resolutions of the General Meeting of Shareholders concerning the election of Directors and Audit & Supervisory Board Members shall be adopted by a majority of the voting rights of the shareholders present at the meeting, at which shareholders holding one-third or more of the voting rights of shareholders who are entitled to exercise their voting rights are present. The purpose of this provision is to ensure the smooth operation of the General Meeting of Shareholders, by relaxing the quorum for the election of Directors and Audit & Supervisory Board Members at the General Meeting of Shareholders. The Articles of Incorporation also stipulate that resolutions for the election of the Board of Directors shall not be made by cumulative voting.
While Directors and Audit & Supervisory Board Members are elected at the General Meeting of Shareholders, the following policies and procedures have been established for their nomination.

Policy on Nominating Board of Director and Audit & Supervisory Board Member Candidates

When nominating candidates for the Board of Directors or the Audit & Supervisory Board, in addition to having excellent character and insight and appropriately fulfilling the duty of care, candidates are selected based on their professional experience and expertise as well as the contribution they are expected to make on improvements to the corporate value from an unbiased perspective. Efforts are made with regard to Audit & Supervisory Board candidates in particular, to appoint at least one candidate with extensive accounting knowledge.

Procedures for Nominating Board of Director and Audit & Supervisory Board Member Candidates

When nominating candidates for the Board of Directors or the Audit & Supervisory Board, reports are submitted to the Board of Directors after deliberation by the Nominating Committee, which is comprised entirely of independent external directors. The reasons for nominating each candidate are included in Reference Documents for General Meeting of Shareholder notices.