Roland : Corporate Governance Report

CORPORATE GOVERNANCE REPORT

July 1, 2024 Roland Corporation Masahiro Minowa

CEO, CIO and Representative Director

Contact address: 053-523-0230(switchboard) https://www.roland.com/global/

This document has been translated from the Japanese original (as submitted to the Tokyo Stock Exchange) for reference purpose only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Roland Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

We wish to report as follows on the situation of the corporate governance of our company.

I. Our basic view on the corporate governance, and basic data including capital structure and attribute of the company 1. Our basic view

We at Roland Corporation define the corporate governance as the system effective in that our Group, which consists of Roland Corporation and its subsidiaries, increase its corporate value sustainably and autonomously to contribute to increasing the profits of all the stakeholders related to us, including shareholders, customers, business connections and employees, and to realize the sustainable environment and society: We will build and promote it.

We establish our corporate philosophy which represents the meaning of our Group's existence and we are determined to realize the corporate philosophy, so that we will live up to the expectations of the stakeholders surrounding us.

[Our Corporate Philosophy]

Roland's corporate philosophy is expressed through the three slogans below. These slogans, which remain unchanged from the time the company was founded, exemplify the reasons for the Roland Group's existence, as well as the kind of company we envision ourselves to be.

• Inspire the Enjoyment of Creativity

Our aim is to create an exciting world where everyone is able to enjoy music or videos in their own way, wherever and whenever they choose. We continue to pursue the possibilities of boundless joy that come from the satisfaction of creating new music or video, playing a musical instrument, or having the opportunity to share this joy with others.

• Be the BEST Rather Than the BIGGEST

We are committed to hard work and doing our best to become a one-of-a-kind company that offers the best to each and every one of our customers. What we value most as we continue to grow is the relationship of trust we enjoy with our customers. And we are committed to grow in ways that enable us to give our customers what they want, as well as inspire them with new dreams and expectations.

• Cooperative Enthusiasm for All Stakeholders

We aspire to be a company for which our customers have a special place in their hearts and are inspired to support. In creating new value, we are committed to respecting all principles that we are expected to uphold while developing an even deeper understanding of our purpose. Though this, we seek to transform the affinity for our company, of the customer and all stakeholders, into the needed strength to move the business forward.

[Grounds for the principles of the Corporate Governance Codes which are not implemented] We implemented all of the principles of the Corporate Governance Codes.

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[Disclosure pursuant to the principles of the Corporate Governance Codes] [Principle 1-4:Cross-Shareholdings]

We have no cross-shareholdings. If we hold listed shares as cross-shareholdings, we draw up standards for exercising voting rights and annually verify the propriety of holding the stocks.

[Principle 1-7: Related Party Transactions]

In case where our company's Directors / Audit & Supervisory Board Members, close relatives of the Directors

• Audit & Supervisory Board Members, or major shareholders engage in transactions with our Group, such transactions will be supervised by, pursuant to our internal rules, the prior resolution by the Board of Directors or implementation of reporting to the Board of Directors after carrying them out. In addition, we will disclose the transactions between related parties in accordance with the Company Act, the Financial Instruments and Exchange Act, and other applicable laws and regulations, as well as the rules provided for by the stock exchanges.

[Supplementary Principle 2-4[1]: Securing diversity in the appointment of core personnel, etc.]

We at Roland believe that the artistic culture, including music, which allows us to express a variety of individuality and values and to approve each other's, will become more and more important in the matured society. We therefore respect the rights and diversity of every one of the people having relation with our business. With such awareness, within our company, we are always endeavoring to create the environment in which a wide variety of human resources, including females, foreign nationals, and mid-career employees, can demonstrate their ability in each lively way.

Our company receives certification of three stars in "ERUBOSHI," as the highest-level company, based on the Act on the Promotion of Female Participation and Career Advancement in the Workplace. In order to further promote appointment of female members to important positions, we have set the target that we will double the percentage of total human resources accounted for by female members in managerial positions, from 6% as of 2021 to 12%, by the end of 2025, and are carrying out measures including further improvement of working environment.

Among overseas group companies, it has become an established practice to appoint local employees to the senior management positions. At the same time, cooperation between organizations by function and other business interactions are actively performed including with our company's main body (Japan). In such a situation, we do not set targets on the percentage of core personnel accounted for by foreign nationals, etc. in our company's main body, but we will continue promoting the global management focusing the cooperation and interaction among group companies.

mid-career employees assuming important roles>

We have been active in employing mid-career personnel, in an attempt to secure immediately useful human resources with a variety of capacities and viewpoints and, in appointing the personnel to the core positions, we screen them in terms of performance and achievement, without regard to employment type. In such a situation, we do not set targets on the percentage of core personnel accounted for by mid-career employees, etc., but we will continue promoting the assignment and appointment of appropriate personnel to appropriate positions.

in-house environment>

In our Group, we have established the basic policy for the personnel strategies focusing the fairness without regard to individual attributes such as age, gender, race, length of service, etc. as well as the voluntary growth of each employee. Based on the policy, we have arranged various kinds of systems. At the same time, we are promoting the arrangement of environment which allows various workstyles, in an attempt to raise the employees' engagement.

Please refer to our Website for details of the above. Diversity and revitalization of human resources: https://www.roland.com/global/sustainability/people/#diversity_revitalizationRespect for human rights (basic policy for the personnel strategies): https://www.roland.com/global/sustainability/people/#human_rights

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Realization of pleasant working environment: https://www.roland.com/global/sustainability/people/#working_environment

[Principle 2-6: Roles of Corporate Pension Funds as Asset Owners]

As the pension systems, we have adopted the defined benefit corporate pension plan and the company-type, defined contribution pension plan.

In managing the assets of the defined benefit corporate pension plan, our fundamental principle is to secure the profits necessary for granting retirement allowances and pension payments for the future over the long term with minimum risk, and we formulate the policy-related asset mix.

We make final decisions on the matters concerning asset management after examination by the asset management committee, which consists of the experts of the human resource affairs division and finance division, working as the advisory organs.

Portfolio management and asset management of the pension assets are entrusted to the external trustee management organ and the situation is monitored regularly. With regard to the company-type, defined contribution pension plan, we are rendering education service, information service, etc. concerning asset management to the participants of the plan.

[Principle 3-1: Full Disclosure]

1. What the company is targeting at (the corporate philosophy), management strategies and management plans Our corporate philosophy is described in section 1 of this report, "Our basic view." Our medium-term

management policy is stated in the URL mentioned below. https://ir.roland.com/en/ir/management/midterm.html

2. Basic view and basic policy concerning the corporate governance

Our basic view concerning the corporate governance is described in section 1 of this report, "Our basic view."

3. The policy on the determination by the Board of Directors of remuneration for the management executives and Directors and related procedures

The remuneration system for Directors and executive officers (entrustment type) is determined by the Board of Directors and the remuneration for individual Directors shall be determined by the Board of Directors on the basis of a draft submitted by the CEO and approved by the Nomination and Remuneration Committee.

The remuneration for individual executive officers (entrustment type) is determined by the CEO, who reports this to the Nomination and Remuneration Committee, which oversees the appropriateness and fairness of the remuneration.

- System for the remuneration -

Remuneration for Directors (excluding Outside Directors) and executive officers (entrustment type) are made into the system so that it will be at the level where it functions as a sound incentive for our Group's sustainable growth. The rate of fixed remuneration (monthly pecuniary remuneration), bonus and stock-based remuneration which are linked to the consolidated business performance is fixed at about five to three to two. The bonus is pecuniary remuneration which links to the consolidated operating profit and the targeted results in the scope of the business each director is in charge of, and the stock-based remuneration is linked to the consolidated ROIC set as a target in the medium-term business plan and is granted in the form of granting of the Company stocks.

As to the remuneration for Outside Directors, the rate of fixed remuneration (monthly pecuniary remuneration) and fixed-typestock-based remuneration is set at about eight to two: In this way the stability of the remuneration is secured so that the Outside Directors appropriately perform their function of supervising the management.

Remuneration for Audit & Supervisory Board Members is determined by the discussion among Audit & Supervisory Board Members, and includes only the fixed remuneration (monthly pecuniary remuneration).

However, in the case of non-Japanese officers, the Board of Directors determines fixed remuneration (monthly pecuniary remuneration), bonus and stock-based remuneration which are linked to the consolidated business performance individually for each eligible person, in light of the medium- to long-term remuneration policy agreed by the Board of Directors, taking into account the results of a report by an external, specialized agency on market prices in the respective countries.

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4. Principle and procedures for the occasions on which the Board of Directors appoints or dismiss the management executives or designated candidates for Directors or Audit & Supervisory Board Members

The Nomination and Remuneration committee, the majority of which are Independent Directors, proposes the original draft concerning the candidates for Directors, Audit & Supervisory Board Members, CEO and executive officers (entrustment type) to the Board of Directors Meeting in pursuant to the criteria mentioned below and, subsequently, resolution on Directors and Audit & Supervisory Board Members is made by the General Meeting of Shareholders following the resolution by the Board of Directors Meeting and that on CEO and executive officers (entrustment type) is made at the Board of Directors Meeting.

(1) Appointment and dismissal of Directors and Audit & Supervisory Board Members [Criteria for appointment of Directors]

1. To have extensive experience, splendid record of achievement or great insight in certain fields concerning corporate management, which are necessary for making important decisions at the Board of Directors Meeting and for supervising other Directors' work.
2. To have a high degree of ethics and law-abiding spirit.
3. For executive Directors, to have capacity, experience, record of achievement, etc. necessary for performing the duties they are in charge of.

[Criteria for appointing Audit & Supervisory Board Members]

1. To have the experience and capacity necessary for supervising the lawfulness and appropriateness of Directors' performance of duties, as well as the appropriate knowledge concerning finance, accounting and legal affairs.
2. To have a high degree of ethics and law-abiding spirit.

In case where any of the Directors or Audit & Supervisory Board Members is in deviation from the appointment criteria for each one of them, the Nomination and Remuneration committee will examine the situation strictly and, if concluding that dismissal is appropriate, the committee will propose dismissal of Directors or Audit & Supervisory Board Members to the Board of Directors Meeting. The Board of Directors Meeting will examine it strictly and, if concluding that dismissal is appropriate, will propose it to the General Meeting of Shareholders, which will make a decision on dismissal.

1. Appointment and dismissal of CEO [Criteria for appointing CEO]
   The criteria for appointing CEO are the criteria for appointing Directors to which the following requirement

is added.

1. To have the capability of concretely describe what the businesses of our Group should be on a medium and long terms, as well as its vision and the strategies for its realization.
2. To have the leadership of directing the organization on a global basis and the potential of executive power for doing all he/she can do for the realization of the vision.
3. To have the power of cooperation with which he/she can build a wide-ranging relationship with internal and external, various stakeholders.

In case where the CEO becomes to be deviating from the appointment criteria, or where the sales and profits are considerably in short of those projected in the medium- and long-term management plan, the Nomination and Remuneration committee will closely examine whether it is the most suitable decision to dismiss the CEO and appoint a new one and, when it concludes it is the most suitable, it will propose it to the Board of Directors Meeting. It will be strictly deliberated at the Board of Directors Meeting and, if it concludes that dismissal is the most suitable action, it will resolve on the dismissal of the CEO.

1. Appointment and dismissal of executive officers (entrustment type) [Criteria for appointing executive officers (entrustment type)]

1. To have capacity, experience, record of achievement, etc. necessary for performing the duties they are in charge of.
2. To have a high degree of ethics and law-abiding spirit.

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In case where an executive officer (entrustment type) becomes to be deviating from the appointment criteria, the Nomination and Remuneration committee will closely examine it and, when it concludes it is necessary, it will propose the dismissal to the Board of Directors Meeting. It will be strictly deliberated at the Board of Directors Meeting and, if it concludes that dismissal is the most suitable action, it will resolve on the dismissal of the executive officer (entrustment type).

With regard to the executive officer (employment type), the CEO will propose the appointment of a candidate, or the dismissal to the Board of Directors Meeting, which will make a decision on it.

5. Explanation about the individual appointment and designation for the case where the Board of Directors appoints the management executives as well as designates candidates for Directors and Audit & Supervisory Board Members based on the provisions 4. mentioned above.

Reasons for nominating the candidates for respective Directors and Audit & Supervisory Board Members are stated in the Notice of General Meeting of Shareholders.

[Supplementary Principle 3-1 [3]: Efforts made for the sustainability]

Our business contributes to the sustainable development of the society through the musical and video culture and, at the same time, it is supported by the stability and affluency of the environment and the entire society. In addition, we are aware that it is an important duty for a corporation to face sincerely such various issues as those related to climate changes or human rights and to contribute to the solution for those. Based on this awareness, we have established our "Basic Policy for Sustainability" and "Materiality" with the Board of Directors' approval, and we are engaging in various activities in this regard.

Please refer to our Website for details. The site for "Sustainability": https://www.roland.com/global/sustainability/

Among the above, the "Basic Policy for Sustainability" and "Materiality": https://www.roland.com/global/sustainability/policy/

In addition, of our investment in human capital and intellectual properties, what we will continue with emphasis are positioned as the themes of above-mentioned "Materiality." For what we are currently doing, refer to the following pages.

Policy of investments in human capital: https://www.roland.com/global/sustainability/people/#hr_investment_policyInvestment for growth: https://ir.roland.com/en/ir/management/Investment.html

The digital communication unique to Roland: https://www.roland.com/global/sustainability/customer/#cs_maximizationIntellectual Property and Brand Protection: https://www.roland.com/global/sustainability/intellectual_property/

We have formulated a Human Rights Policy and a Procurement Policy and conducts human rights due diligence on our Group companies and suppliers in accordance with these policies. For more information on our Human Rights Policy, please see the following pages.

https://www.roland.com/global/sustainability/human_rights_policy/

We assess and disclose the impact of risks and profit opportunities related to climate change on our business in line with the TCFD recommendations. Please refer to our Website for details, including our actions against climate change.

Disclosure in line with TCFD recommendations: https://www.roland.com/global/sustainability/environment/tcfdActions against the Climate Change: https://www.roland.com/global/sustainability/environment/#climate_change

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[Supplementary Principle 4-1 [1] Scope of entrustment to the management and its outline]

The Board of Directors of our company formulates the fundamental principle of management, formulates medium- and long-term management strategic plan, formulates the basic policy for the business portfolios, constructs the internal control system and others as well as makes decision on important managerial matters stipulated by laws, regulations, Articles of Incorporation, internal rules, etc., aiming at sustainable growth of our Group's corporate value.

We have established the executive officer system as the business executing system based on the Board of Directors' decision making: While executive officers execute business following the Board of Directors' decision, authority concerning the matters not covered by the matters to be resolved by the Board of Directors Meetings are devolved to executive officers, based on the internal rules. The Board of Executive Officers which consists of Executive Officers, shall be established for the purpose of deliberating and discussing the matters to be brought up for discussion at Board of Directors Meetings or the important matters in relation to business execution as well as sharing information on those.

[Supplementary Principle 4-1 [3] Succession Plans for CEO and other officers]

The Nomination and Remuneration committee monitors succession plans proposed by CEO in terms of objectivity, fairness, and validity, assist to refine and optimize criteria for appointing CEO and development plans through the discussion based on experiences and know-how of each member, reviews the roadmap, selects candidates, establishes and implements development plans, and reviews the process for evaluating, narrowing down, and replacing candidates in a timely manner.

[Principle 4-9: Independence Standards and Qualification for Independent Directors]

We have formulated the standards for the Independent Directors / Audit & Supervisory Board Members based on the standards for independence provided for by the Tokyo Stock Exchange. For details of the standards, please refer to the section II. 1 of this report, "[Matters related to Independent Directors / Audit & Supervisory Board Members] Other matters concerning Independent Directors / Audit & Supervisory Board Members."

[Supplementary Principle 4-10 [1] Our policy regarding the independence of the composition, the mandates and roles of the Nomination and Remuneration committee]

For our policy regarding the independence of the composition, the mandates and roles of the Nomination and Remuneration committee, please refer to section II. 1 of this report "[Matters related to Directors] Whether there is a voluntary committee which corresponds to the designation committee or the remuneration committee.- Supplementary explanation."

[Supplementary Principle 4-11 [1] Our views on the balance between knowledge, experience and capacity, the diversity and the scale of the Board of Directors as a whole]

The Board of Directors of our company should be composed of diverse Directors having different backgrounds in terms of experience, capacity, record of performance without regard to their gender, nationality, age, career, etc., and, at the same time, should maintain the personnel appropriate for effectively displaying its function of decision making and supervising. In addition, in order to increase the Board of Directors' function of supervision and to secure its diversity, Independent Directors shall be appointed as they shall account for one- third or more of the total Board of Directors members, including at least one who has experienced business management in other companies.

In order for the entire Board of Directors to secure the skills necessary in the light of business direction with medium- and long-term views and the business strategies, the skill matrix is created and disclosed in the Notice of General Meeting of Shareholders. In the skill matrix, the skills necessary for the Board of Directors are specified and the knowledge, experience, capability, etc. which each Director has are listed in a chart.

Notice of General Meeting of Shareholders: https://ir.roland.com/en/ir/stock/meeting.html

[Supplementary Principle 4-11 [2]: The posts concurrently held by Directors or Audit & Supervisory Board Members]

We will disclose the situation of Directors or Audit & Supervisory Board Members concurrently holding other important posts in the Notice of General Meeting of Shareholders or in the Annual Securities Report. We

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believe that our company's Directors and Audit & Supervisory Board Members are concurrently holding the posts within a reasonable extent that will not interfere with performance of their duties as our Directors or Audit

• Supervisory Board Members.
• • 
    [Supplementary Principle 4-11 [3]: Effectiveness assessment of the Board of Directors] 1．Method of assessing
  • Information (such as bills submitted to the Board of Directors, time the Board of Directors took for discussion, etc.) concerning the effectiveness assessment are distributed to all of the Directors and Audit & Supervisory Board Members.
  • The "Table of effectiveness assessment" is distributed to those mentioned above, and the responses are obtained.
  • The assessment was made from the four viewpoints of: "Operation of the Board of Directors", "Scale and composition of the Board of Directors", "Provision of information to Outside Directors and Audit & Supervisory Board Members" and "Roles of the Board of Directors".
  • In addition to quantitative assessments, we analyzed "satisfactory points" and "points that need improvement".
  • The Board of Directors discussed the issues of itself and shared the future direction of improvement.

2．Summary of the result of assessment

The summary of the result of assessment is as follows.

• The Board of Directors consists of Outside Directors who are a person with experience in corporate management, a person with experience in CTO, an overseas investor, and lawyer as well as executive directors who are CEO, CIO, and CPO and its majority are Outside Directors. As a result, discussions are actively held from a variety of perspectives, and the composition is desirable for governance.
• Outside Directors and Audit & Supervisory Board Members had opportunities to attend internal meetings, such as the Management meeting and the Risk Management and Compliance Committee in addition to Board of Directors meeting, and Audit & Supervisory Board Members actively conducted visiting audits. As a result, they obtained information on management planning and the business environment as appropriate, and made comments based on their understanding of the workplace and the actual situation.
• The initiation of advance briefings of board meetings for Outside Directors and Audit & Supervisory Board Members has facilitated prior understanding of the agenda and has contributed significantly to fostering efficient and effective discussions at board meetings.

We also plan to review the following issues in order to strengthen governance and implement effective BOD operations.

• Diversity and composition of Board of Directors
• Ideal state, role and responsibilities of the Board of Directors
• Securing sufficient time and improving materials in order to enhance discussions on medium-tolong-term management strategies and governance system.
• Operational improvements, such as further speeding up of materials sharing, enhancing the description of materials and expanding the provision of information in advance.

[Supplementary Principle 4-14 [2]: Training for Directors and Audit & Supervisory Board Members]

When a Director or an Audit & Supervisory Board Member is newly appointed, we will provide him/her with an opportunity to obtain understanding of the duties and responsibilities of Directors or Audit & Supervisory Board Members, actual businesses of the Board of Directors or the Audit & Supervisory Board, our corporate governance system, and other matters. When an Outside Director or an Outside Audit & Supervisory Board Member is newly appointed, we will explain the above-mentioned matters taking into consideration his/her experience and specialized filed and, in addition, we will provide him/her with an opportunity to deepen understanding of our businesses, such as the explanation about details of our businesses, presentation of works, and participation in the meetings for exhibition of our products.

[Principle 5-1: Policy for Constructive Dialogue with Shareholders]

For our principle concerning the constructive dialogues with our shareholders, please refer to section III. 2 of

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this report, "Activities concerning the IR --- Others."

[Action to Implement Management that is Conscious of Cost of Capital and Stock Price] [English disclosure available]

In our medium-term management plan, we have set ROIC, a capital efficiency indicator, as an important management indicator along with sales and operating profit, and are working with a defined target value. We evaluate and verify capital efficiency by setting WACC as the cost of capital, and have maintained a high level of ROIC of 17.2% in FY2023.

For more information on the specific initiatives, etc. to implement management that is conscious of cost of capital and stock price, please refer to our website.

https://ir.roland.com/en/ir/management/costofcapital.html

2. Capital structure

Percentage of shares held by foreign investors

30% or more

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[Major shareholders]

	Name of shareholder	Number of shares held	Percentage
			ownership
	TAIYO JUPITER HOLDINGS, L.P.	9,691,230	34.96
	MINERVA GROWTH CAPITAL, LP	4,195,600	15.13
	The Master Trust Bank of Japan, Ltd. (trust account)	2,180,000	7.86
	NORTHERN TRUST CO.(AVFC) RE UKUC UCITS	1,326,500	4.79
	CLIENTS NON LENDING 10PCT TREATY ACCOUNT
	Custody Bank of Japan, Ltd. (trust account)	1,052,128	3.80
	NORTHERN TRUST CO. (AVFC) RE FIDELITY FUNDS	877,647	3.17
	Jun-ichi Miki	515,636	1.86
	STATE STREET BANK AND TRUST COMPANY 505224	466,363	1.68
	Roland Employee Stock Ownership Plan	378,620	1.37
	BNYM AS AGT/CLTS NON TREATY JASDEC	352,199	1.27

The controlling shareholder

-

Parent company

-

Supplementary explanation

1. The data on major shareholders represents that as of December 31, 2023.
2. In addition to the above, the Company holds treasury shares of 441,558 shares. The percentage of shares held was calculated based on the total number of issued shares excluding the number of treasury shares.
3. As of October 20, 2023, a large shareholding report (a change report) was submitted by FMR LLC. However, they are not included in the above status of major shareholders, because we cannot confirm the actual status of shareholdings as of December 31, 2023. The shareholding status of the report as of October 13, 2023, is as follows.
   FMR LLC 2,450,179 shares (8.70%)
4. As of June 22, 2023, a large shareholding report (a change report) was submitted by Jupiter Asset Management, Limited. However, they are not included in the above status of major shareholders, because we cannot confirm the actual status of shareholdings as of December 31, 2023. The shareholding status of the report as of June 15, 2023, is as follows.
   Jupiter Asset Management, Limited 1,735,700 shares (6.17%)
5. As of April 21, 2023, a large shareholding report (a change report) was submitted by Capital Research and Management Company and its joint holders, Capital International Inc, Capital International Sarl, Capital International K.K, and Capital Group Investment Management Pte. Ltd. However, they are not included in the above status of major shareholders, because we cannot confirm the actual status of shareholdings as of December 31, 2023. The shareholding status of the report as of April 14, 2023, is as follows.

	Capital Research and Management Company	530,600 shares (1.89%)
	Capital International Inc	69,900 shares (0.25%)
	Capital International Sarl	69,300 shares (0.25%)
	Capital International K.K.	612,200 shares (2.18%)
	Capital Group Investment Management Pte. Ltd.	31,800 shares (0.11%)
	Total	1,313,800 shares (4.68%)
3. Attribute of the company
	Listed Section	Tokyo Stock Exchange, Prime Market
	Fiscal year end	December
	Business category	Other miscellaneous products
	Number of employees at the end of the most recent	1,000 or more
	fiscal year (on a consolidated basis)
	Sales in the most recent fiscal year (on a	JPY 100 bn or more but less than JPY 100 tn

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consolidated basis)
Number of consolidated subsidiaries at the end of	10 or more but less than 50
the most recent fiscal year

1. Our policy concerning the measures to protection of minor shareholders in case where we deal with the controlling shareholder
   -
2. Other special factors which may have important influence on the corporate governance

Not applicable.

1. Other matters regarding the corporate governance system including the managerial administration system in connection to the decision-making on, execution of and supervision over the business management

1. Matters concerning the structure of the organ, operation of the organization, etc.

Type of organization

Company with the Audit & Supervisory Board

[Matters related to Directors]

Number of Directors stipulated by the Articles of

15

Incorporation

The period of the term of office of Directors stipulated

One year

by the Articles of Incorporation

Chairperson of the Board of Directors Meeting

CEO

Number of Directors

6

Situation of appointment of Outside Directors

Outside Directors are appointed

Number of Outside Directors

4

Number of those designated as Independent Directors

3

among the Outside Directors

Relationship with the company (1)

Name

Attribute

Relationship with the company (*1)

a

b

c

d

e

f

g

h

i

j

ｋ

Toshihiko Oinuma

Attorney

Brian K. Heywood

Coming from other company

○

Mikio Katayama

Coming from other company

Hiroshi Yamamoto

Coming from other company

*1: Selections representing the relationship with the company:

1. Executing person of a listed company or its subsidiary.
2. Executing person or non-executing Director of a parent company of a listed company
3. Executing person of a sister company of a listed company.
4. The person transacting businesses mainly with listed companies, or its executing person.
5. A listed company's important business partner or its executing person.
6. Consultant, accounting expert or legal expert who receives a large amount of pecuniary or other property, besides remuneration for Director, from a listed company.
7. Major shareholder of a listed company (or its executing person, if the major shareholder is a corporation).
8. Executing person of a business partner (the person himself/herself only) of a listed company (which does not fall under any of the categories d, e, or f).
9. Executing person of a party with which there is a relationship of mutual appointment of Outside Directors (the person himself/herself only).
10. Executing person of a party (the person himself/herself only) to which a listed company makes donation.
11. Others

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