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            Corporate Governance

            Last update: March 5, 2020

            Dialogue between Outside Directors

            Implementation Status of the Corporate Governance Code
            The Company complies with all of the principles of the Corporate Governance Code.

            [Reference] Japan’s Corporate Governance Code

            Japan’s Corporate Governance Code was formulated by the Tokyo Stock Exchange (revised on June 1, 2018). It establishes fundamental principles for effective corporate governance at listed companies in Japan. The principles include certain specified items that should be disclosed. We have referred to them as “Specific Disclosure Items.”

            CGC Attached to Specific Disclosure Items disclosed in the Corporate Governance Code

            Correspondence Table for Specific Disclosure Items in Japan’s Corporate Governance Code (Revised on June 1, 2018)

            Principle Item requiring disclosure Location
            Principle 1.4 Policy on cross-shareholdings, assessment of whether or not to hold individual cross-shareholdings, and specific standards for exercising voting rights Cross-shareholdings

            Principle 1.7 Appropriate procedures for related party transactions Framework for checking related party transactions
            Principle 2.6 Measures to improve human resources and operational practices in order to perform roles of corporate pension funds as asset owners Roles of Corporate Pension Funds as Asset Owners
            Principle 3.1 i) Company objectives (e.g., business principles), business strategies and business plans Medium-Term Management Plan (44KB)
            1. Management Philosophy (1.5MB)
            2. Corporate Action Guidelines (1.5MB)
            Ensuring Sustainability and Growth (638KB)
            Strategy (6.3MB)
            ii) Basic views and guidelines on corporate governance Basic Views on Corporate Governance
            iii) Board policies and procedures in determining the remuneration of the senior management and directors Policies and procedures in determining the compensation of Directors and Audit & Supervisory Board Members
            iv) Board policies and procedures in the appointment/dismissal of the senior management and the nomination of directors and kansayaku (“Audit & Supervisory Board Member”) candidates Board policies and procedures in the appointment/dismissal of senior management and the nomination of Director and Audit & Supervisory Board Member candidates
            v) Explanations with respect to the individual appointments/dismissals and nominations when the Board of Directors appoints/dismisses senior management and nominates Director and Audit & Supervisory Board Member candidates Explanations of reasons for appointment when the Board of Directors appoints senior management and nominates Director and Audit & Supervisory Board Member candidates
            Supplementary Principle
            4.1.1
            Specification by the board of scope and content of the matters delegated to the management Clarification of the scope of matters delegated to management
            Principle 4.9 Independence standards for independent directors established by the board View on independence of Outside Directors and Outside Audit & Supervisory Board Members and independence standards
            Supplementary
            Principle 4.11.1
            View of the board on the appropriate balance between knowledge, experience and skills of the board as a whole, diversity, and appropriate board size, as well as policies and procedures for nominating directors Composition of the Board of Directors (balance among knowledge, experience, and skills, and diversity and size, of the Board of Directors)
            Board policies and procedures in the appointment/dismissal of senior management and the nomination of Director and Audit & Supervisory Board Member candidates
            Supplementary
            Principle 4.11.2
            Directors and Audit & Supervisory Board Member also serving as directors, Audit & Supervisory Board Member, and management at other companies Concurrent positions of Directors and Audit & Supervisory Board Members
            Supplementary
            Principle 4.11.3
            Summary of results of analysis and evaluation of the effectiveness of the board as a whole Evaluation of the Board of Directors’ effectiveness
            Supplementary
            Principle 4.14.2
            Training policy for directors and Audit & Supervisory Board Member Training for Directors and Audit & Supervisory Board Members
            Principle 5.1 Policies concerning measures and organizational structures aimed at promoting constructive dialogue with shareholders Enhancing Constructive Dialogue with shareholders
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