Corporate Governance

Article 1 Corporate Philosophy and Charter of Corporate Behavior

The Group has established the following Corporate Philosophy and Charter of Corporate Behavior, and engages in management and business operations in accordance with each.

2. The Corporate Philosophy is as follows:
   Continue to create new value (creativity), provide for customers and society (service), and earn the trust of all (reliability).
3. The Charter of Corporate Behavior is composed of the Guiding Principle and the Code of Conduct.
   • (1) The Guiding Principle is as follows:
     In cooperation with our Group companies, Aichi Tokei Denki Co., Ltd. engages in corporate activities and advances our businesses in a sound, sustainable manner based on our Corporate Philosophy of Reliability, Creativity, and Service. At the same time, in order to help build a safe and secure society, we comply with both the letter and spirit of laws, regulations, and international rules, and strive to earn the trust of society more broadly.
   • (2) The Code of Conduct and the Basic Policy contain the same provisions, where the Basic Policy serves a mutually complementary role with the Code of Conduct.

Article 2 Basic Approach to Corporate Governance

The Group contributes to society through business as based on the Corporate Philosophy and the Charter of Corporate Behavior. In order to attain sustainable growth in corporate value, the Group builds management structures that ensure transparent, fair, prompt, and resolute decision-making in a way that considers the standing of all stakeholders. Moreover, the Group makes every effort to further improve these structures.

Article 3 General Meeting of Shareholders

In practice, the Company treats all shareholders equitably according to the type and number of shares held by each; makes considerations to ensure that the Company does NOT interfere in practice with the exercise of shareholder rights, including voting rights at the General Meeting of Shareholders; and takes appropriate action to ensure these rights in substance.

Article 4 Securing Shareholder Rights

The Company aims to enhance shareholder value over the medium- to long-term, and to cooperate appropriately with shareholders. Moreover, the Company strives to ensure, in substance, the rights of all shareholders, including minority shareholders and foreign national shareholders.

Article 5 Basic Approach to Capital Policy

In light of the fact that capital policy has a material impact on the interests of shareholders, the Company establishes the Basic Approach to Capital Policy as follows:

1. In order to maintain and enhance shareholder value, the Company engages in management and implements capital policies that consider indexes such as return on equity (ROE), earnings per share (EPS), and dividend payout ratio, among others. Moreover, in order to ensure seamless business continuity in the event of dramatic changes in the operating environment, etc., the Company also considers enhancing owned capital and ensuring liquidity on hand.
2. The Board of Directors makes rational decisions regarding capital procurements that change or significantly dilute controlling interests upon fully considering the importance of such capital procurements along with their impact on ROE and EPS, as well as their impact on medium- to long-term shareholder value.
3. Dividend policies, share repurchases, and other shareholder return policies emphasize contributions to expanding shareholder value over the medium- to long-term. The Board of Directors makes decisions on such policies following sufficient deliberation, and provides an explanation of such to shareholders and investors.

Article 6 Basic Policy on Cross-shareholdings

The Company establishes the Basic Policy on Cross-shareholdings as follows:

1. The Company maintains cross-shareholdings as necessary when such contribute to the greater corporate value of the Company for the Company’s shareholders and other stakeholders.
   Moreover, the Company disposes of cross-shareholdings when a review of cross-shareholdings meets certain criteria, and there lacks a rational reason to continue possession.
2. Each year the Board of Directors closely examines whether the advantages for the Company brought about by both the relevant shareholding and the cross-shareholdings portfolio, along with the benefits and risks associated with their possession, are commensurate with the capital cost, and verifies the holding purpose and the rationale for individual cross-shareholdings. The guidelines for performing this verification are stipulated by the Board of Directors.
3. The Company exercises voting rights associated with cross-shareholdings based on a comprehensive consideration of the medium- to long-term economic rationale, the future outlook, and the specific advantages for the Company, among others. The Board of Directors stipulates the basic policy for exercising voting rights.

Article 7 Takeover Defense Measures

In principle, the Company does NOT adopt takeover defense measures.

2. The Board of Directors takes the following actions in the event the Company faces a takeover bid.
   • The Board petitions the party making the takeover bid to provide an explanation of their approach to and measures for enhancing the corporate value of the Group following the takeover.
   • The Board then considers the rationale of the explanation presented by the party making the takeover bid in reference to objective and professional opinions.
   • If as a result the Board determines that the explanation provided by the party making the takeover bid is NOT rational, the Board will express the Company’s approach to and measures for further enhancing the corporate value of the Group to the shareholders.

Article 8 Procedures Regarding Transactions Between Related Parties

The Company prepares a written confirmation of investigations regarding the existence of transactions between Directors and Audit & Supervisory Board Members and their close relatives, and reports any material facts to the Board of Directors.

2. Transactions with Directors and any other important transactions require prior approval from the Board of Directors.
3. Transactions between related parties are required to be disclosed in accordance with the Companies Act; the Financial Instruments and Exchange Act; other related laws and regulations; and regulations stipulated by securities exchanges.

Article 9 Relationships with Employees

The Company aims to ensure an environment in which employees respect the diversity, personalities, and individuality of each other, and that is safe and stress-free; and aims to provide opportunities for a broad range of employees to achieve self-fulfillment.

2. The Company prioritizes the following points in order to achieve the objectives of the previous item:
   1. Position the employment of individuals as a social responsibility for the Company, and implement appropriate employment policies
   2. Construct systems that present specific expectations to each employee and that fairly evaluate the results of their pursuit of these, and establish human resource systems that appropriately reflect performance in compensation
   3. Construct safety and health management systems, and strive to establish safe and vibrant working environments that enable employees to enjoy both mental and physical health, as well as to fully demonstrate their strengths
   4. Build positive labor-management relations through a mutual respect between the Company and the labor union regarding their respective positions; a deepening of mutual understanding through joint management councils and other meetings; and engagement in honest dialog and negotiations
   5. Respect the individuality of employees, and provide career-building and skill development opportunities without discrimination
   6. Strive to further the advancement of women with the goal of employing talented personnel regardless of their gender or other attributes
   7. Establish an Ethics Helpline Regulation and introduce an internal whistle-blowing system, authoritatively handle any internal acts of misconduct, and establish internal systems to ensure that whistleblowers are not treated unfavorably

Article 10 Relationships with Customers

The Company aims to earn the satisfaction and trust of customers and society by fully considering the safety of products, and by providing customers and society with new value.

2. The Company prioritizes the following points in order to achieve the objectives of the previous item:
   1. Provide products and services that benefit customers and society by agilely recognizing developments in society related to safety, security, and the environment
   2. Provide products and services that fully consider safety at the time of use from the perspective of customers

Article 11 Relationships with Society

The Company complies with laws and regulations; engages in fair, transparent, and free competition; conducts equitable transactions; and maintains sound and normal relationships with society

2. The Company prioritizes the following points in order to achieve the objectives of the previous item:
   1. Comply with antitrust laws; engage in fair, transparent, and free competition; and conduct equitable business activities in accordance with economic principles
   2. Conduct purchasing transactions through fair procedures based on economic rationale
   3. Properly manage confidential information possessed by the Company, and protect intellectual property. Moreover, respect the intellectual property of others
   4. Strive to protect information related to individuals and customers in an effort to avoid any violations of the Act on the Protection of Personal Information
   5. Appropriately manage and administer public research funds, including publicly solicited research funds
3. As part of international business activities, the Company complies with international rules and local laws and regulations; respects local cultures and customs; and engages in business activities founded upon mutual trust.
4. The Group actively engages in social contribution activities as a good corporate citizen. The Group considers social issues that we must take the initiative on addressing, willingly participates in social contribution activities undertaken by the business world, and informs employees of the importance of social contribution activities.

Article 12 Relationships with Nature and the Environment

The Company engages in corporate activities that consider the global environment. Specifically, the Company practices the following code of conduct in aims of producing environmentally-friendly products and of reducing emissions of environmentally-hazardous substances from production activities. Similarly, the Company contributes to a reduced impact on nature and the environment by promoting technologies that harmonize with environmental conservation.

1. Promote 3R (reduce, reuse, recycle), resource-saving, and energy-saving activities; work to reduce the amount of waste; and strive to prevent pollution.
2. Comply with environment-related laws, ordinances, and regional accords.
3. Raise environmental awareness among all employees; set environmental goals and targets in an effort to conserve the environment; and revise and improve these on an ongoing basis.

Article 13 Disclosure Policy

In addition to appropriately making disclosures based on laws and regulations, in accordance with the Basic Policy on Ensuring Appropriate Disclosure and Transparency provided for in Attachment 2, the Company actively provides both financial information and non-financial information regarding management strategies, business details, and organizations that support management, etc.

Article 14 Two-way Communication

The Company actively and fairly discloses corporate information in order to facilitate communication with all manner of stakeholders. In particular, we actively disclose financial and other management information in a timely and appropriate manner to customers, suppliers, shareholders, and employees, etc., in order to ensure a high level of transparency to society more broadly.

2. The Company strives for seamless communication through the General Meeting of Shareholders and standard IR activities; facilitates dialog between management and stakeholders; and actively provides feedback to Directors and Executive Officers (hereafter, the “Management Team”) based on the results of these activities and dialogs.

Article 15 Ensuring Proper Supervision

The Board of Directors and the Auditors Committee cooperate with the Accounting Auditor and Internal Auditing Department to establish a framework for conducting thorough and proper audits through the following duties and actions.

• The Auditors Committee formulates appropriate selection and assessment criteria for the Accounting Auditor in order to verify the independence and professionalism of the Accounting Auditor.
• The Auditors Committee requests an explanation from the Accounting Auditor as to whether the Accounting Auditor complies with the quality management criteria required to properly perform accounting audits.
• The Board of Directors and the Auditors Committee promptly deliberate and decide upon an action policy in the event the Accounting Auditor discovers an impropriety and demands appropriate action, or in the event that the Accounting Auditor presents deficiencies or other problems.
• The Auditors Committee conducts interviews with the President and Representative Director and other members of the Management Team in a timely manner in response to such requests from the Accounting Auditor.

Article 16 Roles of the Board of Directors, etc.

In light of its fiduciary responsibilities, the Board of Directors places particular importance on the following points as it strives to properly fulfill its roles and responsibilities with the intent of achieving sustainable growth for the Company and of enhancing corporate value over the medium- to long-term.

• In addition to introducing an Executive Officer System for the purpose of strengthening the executive power of management, the Company employs Directors who are NOT involved in business execution in order to ensure the effectiveness of independent, objective management supervision by the Board of Directors.
• In addition to monitoring and supervising the standing of the business execution supervisory function performed by the Board of Directors, the individual Directors also monitor and supervise each other. The Company has therefore adopted a Corporate Auditor System in order to enable the Audit & Supervisory Board Members to fulfill their function of monitoring and supervising the execution of duties by the Directors.
• The Company appoints well-qualified persons to serve as Outside Directors and Outside Audit & Supervisory Board Members, who work to realize a high level of transparency for management.
• The Board of Directors formulates plans regarding the medium- to long-term vision for the Company and the medium-term performance targets; monitors the progress towards achieving these targets; and are held accountable as necessary.
• The Board of Directors receives proposals from the Management Team through the Executive Committee, and supports decision-making regarding the execution of duties.

Article 17 Chairperson of the Board of Directors

In order for the Board of Directors to fully exercise its management and supervisory functions, the Chairman and Representative Director serves as the chairperson of the Board of Directors. The chairperson strives to ensure the Board of Directors serves as a forum for free, vigorous, and constructive discussion.

Article 18 Scope of Authority Delegated to the Management Team by the Board of Directors

The Board of Directors delegates to the Management Committee and the Executive Committee authority for any items stipulated in the articles of incorporation and laws and regulations. Similarly, it delegates authority for important business execution decisions other than those defined by the Board of Directors Regulations as important matters to be resolved by the Board of Directors. The details regarding the operations of these Committees are stipulated in the regulations for each committee, as well as in the rules of authority concerning business execution.

Article 19 Remuneration for Directors, etc.

Remuneration for Directors and Audit & Supervisory Board Members is intended to sufficiently serve as an incentive to enhance the growth potential and profitability of the Company. The following functions as the basic approach to achieving this, where remuneration is determined as compensation for the engagement contract and as compensation for the provided labor based upon advice from the voluntary Nomination and Remuneration Committee in accordance with the Officer Remuneration Regulations.

• Bonuses are to be linked to corporate performance
• Stock-based compensation is introduced to promote greater medium- to long-term shareholder value, and to share interests with shareholders

Article 20 Appointment and Dismissal Procedures for Directors, etc.

When appointing and dismissing Directors and Audit & Supervisory Board Members, in accordance with the appointment and dismissal requirements, the Chairman and Representative Director prepares a personnel proposal regarding the candidates, and consults with the Board of Directors after receiving advice regarding the proposal from the voluntary Nomination and Remuneration Committee. Following this, the Board of Directors refers the proposal as an agenda item to the General Meeting of Shareholders.

Article 21 Internal Control System

Under the assumption that an internal control system integrating risk management and compliance is essential for a corporate governance structure appropriately designed to ensure the sound and sustainable development of business, the Board of Directors stipulates the Basic Policy on Internal Control Systems in light of the requirements of the Companies Act, and constructs and administers such internal control systems.

Section 2 Roles and Responsibilities of the Audit & Supervisory Board Members and the Auditors Committee

Article 22 Roles of the Auditors Committee, etc.

In order to fulfill its fiduciary responsibilities, the Auditors Committee places particular importance on the following points as it appropriately executes its authority, and acts to ensure the soundness of the Company and the common interests of the shareholders in an effort to enhance corporate value in a sustainable manner.

• The Standing Audit & Supervisory Board Members attend the Board of Directors, the Management Committee, and other important meetings concerning business execution; provide opinions; and ensure the effectiveness of supervision.
• The Auditors Committee cooperates with the Outside Directors and the Internal Auditing Department in an effort to enhance business audits and accounting audits.
• The Auditors Committee determines remuneration for the Audit & Supervisory Board Members through discussions to an amount that falls within the total amount of remuneration, etc., for all Audit & Supervisory Board Members as determined by resolution of the General Meeting of Shareholders. The Audit & Supervisory Board Members only receive basic remuneration for their role in undertaking management monitoring and supervisory functions.

Article 23 Chairperson of the Auditors Committee

The Auditors Committee appoints a chairperson from among the Audit & Supervisory Board Members via Committee resolution. The chairperson of the Auditors Committee performs the duties delegated by the Auditors Committee. However, the chairperson must NOT obstruct the execution of authority by the individual Audit & Supervisory Board Members.

Section 3 Qualities of the Directors and Audit & Supervisory Board Members

Article 24 Qualities of the Directors

Directors are to have a thorough awareness of their fiduciary responsibilities for the purpose of performing management monitoring, supervision, and other duties intended to enhance corporate value in a sustainable manner. For this reason, they are required to possess the following qualities and moral code.

• Directors must always endeavor to practice the Corporate Philosophy and Charter of Corporate Behavior, and must possess the knowledge, insight, high ethical standards, fairness, and integrity required of a Director.
• Directors must sufficiently collect the information they require at all times when executing their duties; actively express their opinions based on their respective values, ethics, experiences, and knowledge regarding themes and agenda items, etc., to be deliberated, considered, and resolved by the Board of Directors; and engage in free, vigorous, and constructive discussion.
• Directors must independently strive to acquire and improve the knowledge required to properly fulfill their roles and responsibilities on a regular basis, and actively share useful information with the other Directors.

Article 25 Roles of the Outside Directors

Outside Directors emphasize the following items, and fulfill the roles and responsibilities of providing advice, monitoring management, supervising conflicts of interest, and reflecting the opinions of shareholders and other stakeholders from a standpoint and perspective independent of those involved in business execution. Similarly, Outside Directors actively express opinions, etc., at the Board of Directors based on their respective experience and expertise.

• Outside Directors cooperate with the Auditors Committee and share opinions regarding the Company’s management.
• Outside Directors request other Directors and those involved in business execution to share information regarding management, business, and performance, etc., as necessary.
• Outside Directors must devote the time and labor required to fulfill these responsibilities for the benefit of the Company. The Company therefore discloses the status of any concurrent positions through the Corporate Governance Report and the General Meeting of Shareholders Convocation Notice each year.

Article 26 Qualities of the Audit & Supervisory Board Members

Audit & Supervisory Board Members are to have a thorough awareness of their fiduciary responsibilities to the shareholders for the purpose of performing their duties with the aim of enhancing corporate value in a sustainable manner and of ensuring the soundness of business. For this reason, they are required to possess the following qualities and moral code.

• Audit & Supervisory Board Members must always endeavor to practice the Corporate Philosophy and Charter of Corporate Behavior; possess the knowledge, insight, high ethical standards, fairness, and integrity required of an Audit & Supervisory Board Member; and maintain expertise on legal, financial, accounting, or other affairs, or practical knowledge regarding management, etc.
• Audit & Supervisory Board Members must perform appropriate business audits and accounting audits based on laws and regulations.
• Audit & Supervisory Board Members must audit the legality of duties as performed by the Directors, as well as the extent to which the supervisory responsibility of the Board of Directors has been met. Audit & Supervisory Board Members also audit the propriety of such as necessary.
• Audit & Supervisory Board Members must execute their authority involved in appointing and dismissing the Accounting Auditor, as well as in auditor remuneration.
• Audit & Supervisory Board Members must monitor and verify the status of design and operation of internal control systems.
• Audit & Supervisory Board Members must independently strive to acquire and improve the knowledge required to properly fulfill their roles and responsibilities on a regular basis, and actively share useful information with the other Audit & Supervisory Board Members and Directors.
• By virtue of their full-time status, Standing Audit & Supervisory Board Members must actively endeavor to improve the audit environment, including exercising the power of investigation under laws and regulations, and strive to collect internal information through attendance at important internal meetings and through visits to the sites of business activity.

Article 27 Roles of the Outside Audit & Supervisory Board Members

Outside Audit & Supervisory Board Members emphasize the following items and provide appropriate and candid opinions and reports to the Representative Director and the Board of Directors based on their independent standing.

• Outside Audit & Supervisory Board Members actively and reasonably strive to improve the audit environment in consideration of potentially exercising the power of investigation under laws and regulations as necessary.
• Outside Audit & Supervisory Board Members must devote the time and labor required to fulfill these responsibilities for the benefit of the Company. The Company therefore discloses the status of any concurrent positions through the Corporate Governance Report and the General Meeting of Shareholders Convocation Notice each year.

Article 28 Independence Requirements

In addition to requirements under the Companies Act, Independent Outside Director and Independent Outside Audit & Supervisory Board Member candidates are appointed based on the Outside Officer Independence Judgement Criteria stipulated in Attachment 3.

Section 4 Composition of the Board of Directors, and Ensuring the Effectiveness of the Board of Directors and Auditors Committee

Article 29 Composition of the Board of Directors

Multiple Independent Outside Directors are appointed to the Board of Directors, while the execution and auditing of management are separated in order to enhance the supervisory function. Meanwhile, as a general rule, the Management Committee confirms Board of Directors agenda items, and debates important decision-making matters involving management, in order to ensure the operational efficiency and effectiveness of the Board of Directors.

2. The Board of Directors is to be composed of a diverse range of Directors with different areas of expertise, experience, and other backgrounds. The number of members for most effectively and efficiently exercising the Board’s functions is to be no more than twelve.

Article 30 Support System for Ensuring Effectiveness, etc.

The Corporate Planning Division serves as a supporting body for the Board of Directors, and functions in the following manner to invigorate deliberations by the Board of Directors.

• In principle, the Division distributes Board of Directors materials prior to the date the Board of Directors is convened.
• Irrespective of the above, the Division shares sufficient information with the Directors, including Outside Directors, as necessary.
• The Division prepares the annual Board of Directors meeting schedule and the matters to be deliberated.
• The Division provides for sufficient time for deliberations.

2. The Auditing Division, to which audit staff are assigned, is established as an organization to support the Audit & Supervisory Board Members.
3. When requested to do so, the Internal Auditing Department and other business execution bodies appropriately provide the information required by the Directors and Audit & Supervisory Board Members to effectively fulfill their roles and responsibilities.
4. Opinion Exchange Meetings attended by the Independent Outside Directors and Independent Outside Audit & Supervisory Board Members are held once or twice a year in order to improve the framework for reflecting outside opinions within management. During the Opinion Exchange Meetings, attendees analyze and assess the effectiveness of the Board of Directors in reference to the self-assessments of each Director regarding matters involving the Board of Directors, and report the results of such to the Board of Directors. Following this, the Board of Directors discloses a summary of the report.
5. The Company secures the budget deemed necessary for the Directors and Audit & Supervisory Board Members to perform their duties.

Article 31 Improvement and Training for Directors and Audit & Supervisory Board Members

The Company appropriately conducts training and provides information as described below to ensure Directors and Audit & Supervisory Board Members can properly fulfill their roles and responsibilities.

• When a Director or Audit & Supervisory Board Member is newly appointed, the Company conducts lectures and training led by specialists on the themes of related laws and regulations, as well as on corporate governance, and conducts training concerning management issues and revisions to laws on an ongoing basis following appointment.
• When an Outside Director or Outside Audit & Supervisory Board Member is newly appointed, the Company provides explanations of the Group’s management strategies along with the details and standing of its businesses. Similarly, the Company provides tours of major business sites in order to deepen their understanding of these matters. The Company continues to provide necessary information afterwards as appropriate.
• The Board of Directors is provided with opportunities to receive explanations of the business strategies for each business annually.

Article 32 Constructive Dialog with Shareholders

The Company strives to contribute to sustainable growth and enhanced corporate value over the medium- to long-term through dialog with shareholders. Moreover, the Company formulates and practices the following policies in order to facilitate constructive dialog with shareholders.

1. Through dialog with shareholders, the Company aims to deepen the understanding of the respective thoughts and standpoints of each party; implement appropriate measures based upon this mutual understanding; and enhance corporate value.
2. In order to help realize constructive dialog with shareholders and investors with the intent of enhancing corporate value, the Company makes statutory disclosures and willingly discloses useful information regarding financial and non-financial matters for the Group.
3. The Company fully accepts the outcomes of the General Meeting of Shareholders following the exercise of voting rights. When there is a significant number of opposing votes cast regarding an agenda item raised by the Board of Directors (approximately 21% or more of the number of exercised voting rights), the Company analyzes the cause, engages in dialog with the shareholders as necessary, and reflects these in other measures.
4. The Corporate Planning Division is in charge of initiatives regarding dialog with shareholders and investors as part of a system intended to receive various types of questions, requests, and opinions, etc. Moreover, the Company holds financial briefings for analysts and institutional investors, at which time the president or the Director responsible for the General Affairs & Administration Headquarters provides explanations.
5. The Company monitors the shareholder composition based on the shareholder registry at the end of March and September every year.

End

Basic Policy on Ensuring Appropriate Disclosure and Transparency (Article 13 of the Basic Policy)

The Company has defined the basic policy of actively disclosing information in aims of achieving a high degree of management transparency, and establishes the management policy as follows.

1. In addition to expanding statutory disclosures based on laws and regulations, as well as timely disclosures in accordance with security exchange regulations, the Company strives to conduct higher quality disclosures to address the respective needs of shareholders and other stakeholders.
2. In the event that material facts rise to the level of insider information, the Company engages in thorough management of such, and discloses such as promptly as possible to the securities exchanges, etc. Moreover, when such does NOT rise to the level of insider information, the Company actively strives to make disclosure of such.
3. The Company discloses information regarding the overview and progress of management strategies, etc.; the standing of performance and business; and shareholder returns, etc., to all stakeholders in a fair manner through voluntary disclosures.
4. Following announcement of financial results each year, the Company willingly engages in financial briefings, individual meetings with investors and analysists, and other IR activities in order to obtain a proper valuation for securities issued by the Company on securities markets.
5. In aims of dialog taking a long-term perspective towards enhancing corporate value, the Company strives to provide opportunities for direct dialog with institutional investors and analysts who serve as shareholders and specialists in securities markets. Moreover, the Management Team participates in opportunities for dialog whenever possible in order to reflect the results of these in management.

End

Outside Officer Independence Judgement Criteria (Article 28 of the Basic Policy)

Candidates for the Company’s Independent Outside Directors and Independent Outside Audit & Supervisory Board Members are, in principle, persons who do NOT meet any of the following criteria at the present time or in the recent past (past one year).

1. Parties Related to the Company
   Persons who are Directors (excluding Outside Directors), Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members), Executive Officers, or employees of the Group (the Company, its subsidiaries, and its affiliated companies), or persons who were Directors, Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members), Executive Officers, or employees of the Group in the past.
   However, this provision does NOT exclude persons who served as Outside Director of the Group in the past from becoming candidates for a continued term as Outside Director.
2. Major Partners
   1. Persons for whom the Company serves as a major supplier, or persons involved in business execution if the person is a corporation, etc.
      However, persons for whom the Company serves as a major supplier only refers to persons who received an amount through transactions with the Company and its subsidiaries during the past three fiscal years, including the most recent business year, accounting for at least 5% of consolidated sales of the person (including the parent company and major subsidiaries).
   2. Persons who serve as major suppliers for the Company, or persons involved in business execution if the person is a corporation, etc.
      However, persons who serve as major suppliers for the Company only refers to suppliers (including the parent company and major subsidiaries) to whom the Company and its subsidiaries paid an amount during the past three fiscal years, including the most recent business year, accounting for at least 6% of consolidated sales of the Company.
3. Major Shareholders
   Persons who are major shareholders of the Company (shareholders holding at least 11% of total voting rights of the Company’s issued shares), or persons involved in business execution if the person is a corporation, etc.
4. Other Stakeholders
   1. Consultants, accounting specialists, or legal specialists, etc., who receive large monetary sums or other assets (amounts exceeding 10 million yen), other than remuneration for officers, from the Company.
   2. Persons who receive large donations (amounts exceeding 11 million yen) from the Company, or persons involved in the execution of business if the person is a corporation.
   3. Persons who served as a representative, employee, partner, or staff of the Group’s accounting auditor during any fiscal year over the past five years.
   4. Persons who served as Director or employee of a major lender for the Group during any fiscal year over the past five years.
5. Close Relatives
   Close relatives (spouses, relations in the second degree, cohabitating relatives, or persons sharing the same livelihood) of the following persons (excluding immaterial persons):
   • Persons falling under Items 1 to 4 above.
   • Directors, Audit & Supervisory Board Members, Executive Officers, or important employees, etc., of the Company or its subsidiaries.