DIP : Corporate Governance Report

コーポレートガバナンス

CORPORATE GOVERNANCE

Last modified: July 29, 2020

DIP Corporation

Representative: Hideki Tomita,

Executive President and Chief Executive Officer (CEO) Contact: [phone] Stock code: 2379 https://www.dip-net.co.jp/en/

Corporate governance at DIP Corporation is as follows:

I. Basic Approach to Corporate Governance and Capital Structure, Corporate Attributes and Other

Basic Information

1. Basic Approach (Revised)

As a "General trading company dealing in labor force" that provides personnel recruiting services as well as AI/RPA, DIP promotes a vision of becoming a "Labor force solution company" under thecorporate philosophy of "tapping into dreams, ideas and passion to create a better society."

To realize the vision, it will be essential to ensure effective corporate governance. DIP aims to improve its medium/long-termcorporate value by enhancing management transparency and efficiently running the company under a robust corporate governance system, while fulfilling itsresponsibilities to all stakeholders.

DIP adopts a system of corporate governance carried out by the Board of Directors, corporate auditors and the Audit & Supervisory Board, with the aim of simultaneously achieving sustainable business operations and enhanced audit and internal control functions, while working to effectuate a corporate management that is able to swiftly address changes in the management environment. DIP has adopted this system because it believes that it is preferable for some of its board directors to be involved in important business executions to make effective use of its managerial resources and maintain sustainable business operations. At the same time, the system should, from the perspective of ensuring management soundness, preferably enable non-executivedirectors to superviseexecutive directors and corporate auditors to audit business management.

As DIP appoints independent external board directors as non-executive directors, it has set up a support system, such as providing extensive prior briefings of the agendas of Board of Director meetings, so that such directors can exercise their abilities and knowledge to the fullest extent. DIP has also established an optional Nomination and Compensation Committee as an advisory body to the Board of Directors. The committee deliberates and reports on matters concerning the nomination and compensation of board directors in response to requests from the Board of Directors. The majority

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of the members consist of independent external board directors to ensure the impartiality of thecommittee.

With respect to audit functions, corporate auditors including independent external auditors attend important meetings such as Board of Director meetings and conduct effective audits by cooperating with the independent auditor and the Internal Audit and Control Office to ensure sound corporate management. Furthermore, DIP has introduced an executive officer system to expedite decision- making and ensure its smooth execution, contributing to the establishment of a system that is able toswiftly address changes in the management environment.

DIP is determined to continue its efforts to pursue healthy and transparent corporate management and further improve and enhance its corporate governance in the future.

[Reason for Not Implementing the Principles of the Corporate Governance Code] (Revised)

[Principle 3.1 (i) (Disclosure of Company Objectives (e.g., Business Principles), BusinessStrategies and Business Plans)]

[Supplementary Principle 4.1.2 (Mid-Term Business Plan)]

[Principle 5.2 (Establishing and Disclosing Business Strategies and Business Plans)]

DIP discloses its corporate philosophy and vision on its website to share its long-term goals with shareholders and investors.

https://www.dip-net.co.jp/en/company/philosophy

DIP has also established a medium/long-term management strategy as well as internal performance targets. It has not disclosed medium/long-termquantitative targets at the moment, since doing so under a business environment that includes many variable factors may lead to misjudgment on the part of shareholders and investors. However, it will continue to consider the appropriate method of disclosure and communication that will help shareholders and investors in their investment decisionswhile updating its current management strategies at the same time.

[Disclosure Based on the Principles of Japan's Corporate Governance Code] (Revised)

[Principle 1.4 (Cross-Shareholdings)]

DIP does not hold shares for the purpose of cross-shareholding simply for the objective of deepening business relationships.

[Principle 1.7 (Related Party Transactions)]

Any related party transactions DIP conducts require prior reporting to and approval of the Board of Directors in accordance with DIP's Related Party Transaction Guidelines. When the Board of Directors deliberate approval of the transactions, it compares the details with general business conditions to

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prevent the transaction from being disadvantageous to DIP or arbitrary. Individuals who conducted a related party transaction must report the transaction details to the Audit & Supervisory Board to receivean audit on the legality of the transaction.

Furthermore, DIP requires its board directors and corporate auditors to submit a Confirmation on Related Party Transactions on a quarterly basis to guarantee the effectiveness of the aboverestrictions.

[Principle 2.6 (Roles of Corporate Pension Funds as Asset Owners)]

DIP has not introduced corporate pension funds.

It has introduced a defined contribution pension system and provides education and training to its employees by holding internal seminars on asset formation and investment management.

[Principle 3.1 (Full Disclosure)]

DIP actively discloses information, recognizing the disclosure of useful information for shareholders and other stakeholders as an important managerial issue.

1. Under a corporate philosophy of "tapping into dreams, ideas and passion to create a better society," DIP will strive to continuously develop its business and contribute to society by gaining sympathy from shareholders and other stakeholders toward DIP's ideas and corporate attitude. Since 2019, DIP has adopted a new vision of becoming a "Labor force solution company" as a "General trading company dealing in labor force." Please refer to the following link for DIP's corporatephilosophy and vision.
   https://www.dip-net.co.jp/en/company/philosophy
2. Please see "Basic Approach to Corporate Governance" for DIP's basic approach and basic policyon corporate governance.
3. The basic policy of the compensation system for DIP's management and board directors, which excludes external board directors and auditors who are independent and are expected to perform oversight and supervisory functions, is to share value with shareholders, taking into consideration a sufficient level for retaining competent personnel while maintaining objectivity and transparency that enable full accountability, and promote sustainable growth of the Company and medium/long-term increase in its corporate value through a sound entrepreneur spirit. The amount of compensation is decided by a resolution of the Board of Directors in view of the opinions of the Nomination and Compensation Committee, an optional advisory body where independent external board directors

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account for a majority of votes.

[Executive director]

Compensation for DIP's executive directors consists of cash compensation as the base compensation and a BIP (Board Incentive Plan) trust as a performance-linkedstock compensation, which is aimed at emphasizing the link between compensation and DIP's share value and bolstering executive directors' awareness toward contributing to medium/long-termperformance and corporate value improvement. The decision of the percentage of performance-linkedstock compensation in directors' compensation is based on a comprehensive review of the medium/long-termratio of performance-linkedstock compensation to annual compensation and the difficulty of achieving performance targets, after conducting an objective comparison that takes DIP's business scale into consideration, using a remuneration database aggregated and analyzed by an external specialistinstitution.

[External board director and auditor]

Compensation for external board directors and auditors consists solely of cash compensation as the base compensation, in principle, to ensure the effectiveness and independence of supervision andaudit.

1. The appointment of DIP's board directors and corporate auditors is decided by a resolution of the general meeting of shareholders in response to a proposal of candidates nominated by a resolution of the Board of Directors in view of opinions of the Nomination and Compensation Committee, an optional advisory body where independent external board directors account for a majority of votes, after the Executive President and Chief Executive Officer (CEO) or another board director refers the candidates to the Board of Directors after confirming that the candidates meet the basic policy for appointment stated below. The proposal on the appointment of corporate auditors is submitted to thegeneral meeting of shareholders after obtaining the consent of the Audit & Supervisory Board.

[Board director]

DIP's basic policy for appointing executive directors requires the candidates to possess broad knowledge and experience necessary for making managerial decisions and to have track record andinsight in the areas and operations required to supervise business management of the Company.

In appointing external board directors, the candidates are required to be able to monitor and supervise business management of the Company through important decision-makingat the Board of Directors meetings, oversee whether there is any conflict of interest between the Company, management and controlling shareholders, and actively make recommendations on management policies and management improvements in order to improve medium/long-termcorporate value. The basic policy is to appoint at least two independent external board directors upon considering and

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deciding the appropriate balance of the diverse knowledge and experience expected of such directors.

[Corporate auditor]

DIP's basic policy for appointing corporate auditors requires the candidates to possess extensive expertise and experience as tax accountants, certified public accountants, lawyers, companymanagers, etc., with the aim of reinforcing oversight and supervisory functions.

The dismissal of board directors is decided by a resolution of the general meeting of shareholders after the candidate for dismissal is decided by a resolution of the Board of Directors upon timely and appropriate deliberation in view of the basic policy on the appointment of board directors. The dismissal of corporate auditors is also decided by a special resolution of the general meeting of shareholders after the candidate for dismissal is decided by a resolution of the Board of Directors upon timely and appropriate deliberation in view of the basic policy on the appointment of corporateauditors.

1. The reasons for the appointment or dismissal of board directors or corporate auditors will be reported in the notices of convocation of annual general meetings of shareholders and securitiesreports.

[Principle 4.1.1 (Matters for Resolution by the Board and Scope of Delegation)]

DIP specifies in its Board of Director Regulations what matters must be decided by a resolution of the Board of Directors. Specifically, they include matters concerning the general meeting of shareholders, results, shares, bonds and stock acquisition rights, budgets and business plans, human resources and the organization, disposal or succession of important properties beyond a certain amount, large amounts of funds and assets such as investment and loans, subsidiaries and affiliates,and matters stipulated by law such as the Companies Act or any equivalent matters.

DIP conducts prompt and bold decision-making by delegating authority over business execution to its representative director and executive directors. It has introduced an executive officer system and also delegates business execution authority to such officers with the aim of reinforcing corporate governance and expediting decision-makingand execution. DIP will continue to improve its business execution system by considering authority delegation that suits the scale, importance and risks of thetransaction.

Matters concerning business strategies are deliberated at regular Executive Officer Meetings attended by executive directors as well as at councils at the headquarters consisting of department heads and higher to recognize managerial issues at an early stage and deepen discussions beforebeing submitted to the Board of Directors.

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[Principle 4.9 (Independence Standards and Qualification for Independent Directors)]

For independent external board directors to fulfill their oversight and supervisory functions, DIP has established Standards on Independence of External Officers, which are discloses in this CorporateGovernance Report, etc.

In addition to independence requirements, DIP nominates individuals with expertise in business strategy who can engage in frank, active and constructive deliberations at Board of Directors meetings as candidates for independent external board directors. After their appointment, independent external board directors have actively made recommendations at Board of Directors meetings to improve medium/long-termcorporate value in terms of management policies and management improvements.

[Principle 4.11.1 (Preconditions for Board Effectiveness)]

DIP's Board of Directors consists of executive directors, who have deep knowledge of the Company's businesses and operations and can conduct agile business execution, and external board directors who can be expected to provide advice and supervision concerning business management of the Company based on a high level of expertise and a broad perspective. The diversity and appropriate size of the Board is also taken into consideration upon the determination of the directors.

DIP's basic policy for appointing executive directors requires the candidates to possess broad knowledge and experience necessary for making managerial decisions and to have track record andinsight in the areas and operations required to supervise business management of the Company.

In appointing external board directors, DIP's basic policy is to appoint at least two independent external board directors upon considering and deciding the appropriate balance of independent directors with extensive experience as a company manager and those with extensive experience inhis/her field of expertise.

DIP's Board of Directors is well balanced and also diverse in terms of knowledge, experience and capabilities as a result of appointing directors from diverse backgrounds and age groups. Active discussions have promoted in-depthexaminations and swift decision-making,enabling the Board tofunction the most effectively and efficiently.

[Principle 4.11.2 (Concurrent Positions of External Officers)]

DIP's two independent directors do not concurrently serve as officers of other listed companies. They are vigorously engaged in their duties at the Company, such as actively making recommendations on the Company's business at external board director and auditor meetings, officers' management meetings and the Nomination and Compensation Committee. One of DIP's two external auditors concurrently serve as external board directors of three listed companies; however, we believe this to be a reasonable number of listed companies to concurrently serve as officer. The external auditor has attended more than 90% of DIP's Board meetings and vigorously works to

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improve DIP's corporate value through supervisory or audit of the Company. The concurrent positions of DIP's directors and auditors as officers in other listed companies are stated in the Notice of Convocation of Annual General Meeting of Shareholders and Securities Reports on the Company'swebsite.

[Supplementary Principle 4.11.3 (Evaluation of Board Effectiveness)]

Every fiscal year, DIP evaluates the effectiveness of the Board of Directors as a whole to check the status of functions of the Board and improve its effectiveness. During the fiscal year ended February2020, DIP conducted self-evaluation in discussion form as in the previous fiscal year.

Furthermore, DIP held an External Board Director and Auditor Meeting to assess from an objective perspective whether the Board was functioning appropriately. The External Board Director and Auditor Meeting comprises three independent external board directors and four auditors and aims to maintain highly effective supervisory functions at the Board of Directors. The analyses and evaluations made in the External Board Director and Auditor Meeting were reported at a meeting attended by all boarddirectors.

[Principle 4.14.2 (Disclosure of Training Policy for Directors and Auditors)]

DIP provides its board directors with the opportunity to participate in internal trainings by DIP as well as external seminars. The internal trainings are aimed at enabling sustainable growth at DIP and invite experts to lecture on themes that could become medium/long-termissues, about which boarddirectors and corporate auditors carry out discussions.

Board directors also strive to acquire and enhance their knowledge by holding regular Officers' Management Meetings and through discussions, mainly by external board directors, on managementstrategies and social situations.

DIP provides DVD recordings and video streaming of internal trainings to ensure any director or auditor who could not participate in the training on the day can acquire or enhance their knowledge.

Furthermore, DIP assists corporate auditors in joining the Japan Audit & Supervisory Board Members Association so that they can acquire expertise that enables them to perform their roles andauthority required of their position through participation in trainings hosted by the association.

[Principle 5.1 (Disclosure of Policies concerning Organizational Structures and Measures for

Constructive Dialogue with Shareholders)]

DIP recognizes interactive communication with shareholders and investors, its key stakeholders, to be essential for DIP's sustainable growth and medium/long-termcorporate value improvement. Based on this recognition, DIP has been enhancing information disclosure on its website and disseminates information about its management strategies and business environment to deepen stakeholders'

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understanding. Furthermore, the Executive President and CEO and the board directors and executive officers in charge of the IR section carry out results presentation and individual meetings with shareholders and investors. The opinions and requests obtained through dialogue with shareholders and investors are compiled by the IR section and reported to management or within the Company ona regular basis.

2. Capital Structure

	Percentage of shares held by foreign investors	More than 20% but less than 30%
	(Revised)
[Major Shareholders] (Revised)
			Name		Number of shares held		Percentage
	EKYT Corporation			23,340,000		41.62
	Japan Trustee Services Bank, Ltd.	2,417,100		4.31
	(Trust account 9)
	Hideki Tomita				1,854,700		3.30
	The Master Trust Bank of Japan, Ltd. (ESOP	1,709,465		3.04
	trust account 75525)
	The Master Trust Bank of Japan, Ltd. (Trust	1,615,800		2.88
	account)
	SSBTC Client Omnibus Account (Standing	1,577,914		2.81
	proxy: HSBC Tokyo Branch)
	Japan Trustee Services Bank, Ltd. (Trust	1,391,700		2.48
	account)
	State Street Bank and Trust Client Omnibus	806,800		1.43
	Account OM02 505002 (Standing proxy: Mizuho
	Bank, Ltd.)
	The Bank of New York Mellon 140044 (Standing	646,703		1.15
	proxy: Mizuho Bank, Ltd.)
	Credit Suisse Securities (Japan) Limited	565,300		1.00
	Existence	of	controlling	shareholders	―
	(excluding parent company)
	Existence of parent company		None

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Supplementary Information

―

3. Corporate Attributes

Stock exchange and section	First Section, Tokyo
Fiscal year-end	February
Industry	Service
Number of employees at the end of the previous	More than 1,000
fiscal year (consolidated)
Sales during the previous fiscal year	More than ¥10 billion but less than ¥100 billion
(consolidated)
Number of consolidated subsidiaries at the end	Less than 10
of the previous fiscal year

1. Guidelines for Measures to Protect Minority Shareholders When Conducting Transactions with Controlling Shareholder
   ―
2. Other Particular Conditions That May Materially Affect Corporate Governance

―

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1. Management Organization and Other Corporate Governance Systems concerning Management Decision-Making, Execution and Supervision

1. Organization Structures and Organizational Operations

	Organizational form	Company with Audit & Supervisory Board
[Board Directors]
	Number of board directors in Articles of	12
	Incorporation
	Term of office for board directors in Articles of	1 year
	Incorporation
	Chairperson of the Board of Directors	President
	Number of board directors (Revised)	6
	Appointment of external board director	Appointed
	Number of external board directors (Revised)	2
	Number of external board directors designated	2
	as independent directors (Revised)

Relationship with the Company (1) (Revised)

Name

Association

Relationship with the

Company*

a

b

c

d

e

f

g

h

i

j

k

Michiyo Maehara

From another company

Eriko Tanabe

From another company

*Choices regarding relationship with the Company.

*For (a) through (k), a circle (○) indicates the current or recent status of the individual, and a triangle (△) indicates the past status of the individual.

*For (a) through (k), a filled-in circle (●) indicates the current or recent status of a close relative of the individual, and a filled-in triangle (▲) indicates the past status of a close relative of the individual.

a. An executive of a listed company or its subsidiary

b. An executive or a non-executive director of the parent company of a listed company c. An executive of a sister company of a listed company

d. An individual whose major business client is a listed company or an executive of such individual e. A major business client of a listed company or an executive of such business client

f. A consultant, accounting specialist, or legal professional who receives a substantial amount of money or assets in addition to the customary remuneration from a listed company

g. A major shareholder of a listed company (In the case that such major shareholder is a corporation, an executive

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thereof)

h. An executive of a business client (that does not fall under any of (d), (e), or (f)) of a listed company [This applies to the individual only.]

i. An executive of a company whose external officers are mutually assigned [This applies to the individual only.]

j. An executive of a company to which a listed company donates products, services, or money (This applies to the individual only.]

k. Other

Relationship with the Company (2) (Revised)

Name	Independent	Supplementary		Reason for appointment
	director	information
Michiyo Maehara	〇	Nothing to note	in	After	having		extensively
		particular		promoted	the establishment
				of management	bases	in
				businesses	related	to
				personnel recruiting services,
				Ms.	Michiyo		Maehara
				currently	serves		as
				Representative	Director	of
				Liasu	search	Inc.,	which
				provides	employee	training
				programs	and	recruitment
				consulting. Believing that, as
				a female director, she can be
				expected	to		continue
				providing valuable advice in
				response to changes in the
				business environment of DIP,
				which				promotes
				diversification	of	human
				resources, and	the	recent
				social	situations,	such	as
				diversity	management,	DIP
				has judged her to be suitable
				for the position of external
				board director and nominated
				her as candidate for the post.

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				Ms. Maehara has also been
				designated		as		an
				independent	director of	DIP
				since there is no risk of a
				conflict		of	interest	with
				general shareholders as she
				is not involved in DIP's
				business	and	does	not
				receive	remuneration	from
				DIP		as	a	consultant,
				accounting specialist, or legal
				professional in addition to the
				customary remuneration.
Eriko Tanabe	〇	Nothing to	note in	Having	engaged	in	multiple
		particular		projects centering on the IT
				field	at	TEMPSTAFF	CO.,
				LTD.		(currently	PERSOL
				TEMPSTAFF	CO.,	LTD.),
				including the construction of
				websites and online systems
				provided	by	said company,
				Ms.	Eriko	Tanabe	has
				extensive		management
				experience. DIP believes that
				she can be expected to
				continue	providing	valuable
				advice and perform oversight
				and supervisory functions for
				the Company by utilizing her
				unique	perspective	as a
				woman		on	businesses
				related		to	personnel
				recruiting	services and	the
				internet	in	managing	the
				Company as well as in
				product	development.	She

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can also be expected to

promotediversity management including the advancement of women in the workplace. For these reasons, the Company has judged her to be suitable for the position of external board director and nominated heras candidate for the post.

Ms. Tanabe has also been

designated as an independent director of DIP since there is no risk of a conflict of interest with general shareholders as she is not involved in DIP's business and does not receive remuneration fromDIP as a consultant, accounting specialist, or legal professional in addition to thecustomary remuneration.

[Optional Committee]

Existence of optional committee equivalent to aYes

nominating committee or compensation

committee (Revised)

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Establishment of Optional Committee, Composition of Committee Members and Attribute of Chairperson

(Revised)

Optional committee equivalent to nominating committee

Name of committee		Nomination and Compensation Committee
No. of	No. of full-		No. of	No. of		No. of	No. of	Chairperson
committee	time		internal	external		internal	other
members	committee		board	board		experts	persons
	members		directors	directors
3	0		1	2		0	0	External
								board
								director
Optional committee equivalent to compensation committee
Name of committee		Nomination and Compensation Committee
No. of	No. of full-		No. of	No. of		No. of	No. of	Chairperson
committee	time		internal	external		internal	other
members	committee		board	board		experts	persons
	members		directors	directors
3	0		1	2		0	0	External
								board
								director

Supplementary Information (Revised)

DIP has established a Nomination and Compensation Committee as an optional committee on the nomination and compensation of board directors. The Committee comprises independent external board directors in the majority and is chaired by an independent external board director. As an optional advisory body to the Board of Directors, it deliberates matters concerning the nomination andcompensation of board directors, which it reports to the Board.

[Corporate Auditors]

Establishment of Audit & Supervisory Board	Established
Number of corporate auditors in Articles of	4
Incorporation
Number of corporate auditors	4

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Cooperation among Corporate Auditor, Independent Auditor and Internal Audit Section

Corporate auditors hold meetings with the independent auditor on a timely basis to exchange opinions and information as well as request a report from the independent auditor as needed. During the process of audit and after the completion of audit by the independent auditor, the corporate auditors receive a report on the observations of the audit. The corporate auditors exchange information withthe internal audit section whenever needed and request a report as necessary.

Appointment of external auditor

Appointed

Number of external auditors

2

Number of external auditors designated as

1

independent auditors

Relationship with the Company (1) (Revised)

Name

Association

Relationship with the Company*

a

b

c

d

e

f

g

h

i

j

k

l

m

Koichi Kobayashi

Certified public accountant

Takashi Ejiri

Lawyer

*Choices regarding relationship with the Company a. An executive of a listed company or its subsidiary

b. A non-executive director or accounting advisor of a listed company or its subsidiary c. An executive or a non-executive director of the parent company of a listed company d. An auditor of the parent company of a listed company

e. An executive of a sister company of a listed company

f. An individual whose major business client is a listed company or an executive of such individual g. A major business client of a listed company or an executive of such business client

h. A consultant, accounting specialist, or legal professional who receives a substantial amount of money or assets in addition to the customary remuneration from a listed company

i. A major shareholder of a listed company (In the case that such major shareholder is a corporation, an executive thereof)

j. An executive of a business client (that does not fall under any of (f), (g), or (h)) of a listed company [This applies to the individual only.]

k. An executive of a company whose external officers are mutually assigned [This applies to the individual only.]

l. An executive of a company to which a listed company donates products, services, or money (This applies to the individual only.]

m. Other

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Relationship with the Company (2) (Revised)

Name	Independent	Supplementary information		Reason for
	auditor			appointment
Koichi Kobayashi	〇	Nothing to note in particular	Mr.	Koichi	Kobayashi
			has been appointed as
			external	auditor	since
			the	Company	believes
			he can be expected to
			utilize the expertise and
			experience		he	has
			accumulated over many
			years as a	certified
			public accountant in the
			audit of the Company's
			overall	management.
			Mr. Kobayashi has also
			been designated as an
			independent director of
			DIP since there is no
			risk of a conflict of
			interest	with	general
			shareholders		as	he	is
			not	involved	in	DIP's
			business and does not
			receive	remuneration
			from		DIP		as	a
			consultant,	accounting
			specialist,	or	legal
			professional in addition
			to	the	customary
			remuneration.
Takashi Ejiri		Nothing to note in particular	Based	on	his	legal
			expertise	he	has
			accumulated over many
			years as a lawyer, Mr.
			Takashi	Ejiri	strives	to

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identifyissues

concerning DIP's corporate governance and actively makes recommendations at the meetings of the Board of Directors and Audit & Supervisory Board to

solve the issues.

Therefore, believing that he can be expected to make the necessary recommendations at the Audit & Supervisory Board meetings, DIP has judged him to be suitable for the position of external auditor and appointed him to the post. DIP believes that he can appropriately execute his duties as an

external auditor because of his expertise as a lawyer in corporate

legal affairs and extensive knowledge in corporate governance.

[Independent Officers]

Number of independent officers (Revised)	3

Other Matters related to Independent Officers

DIP and its subsidiaries (the "Group") have established the Criteria for Impartiality of external officers (external board directors and external auditors) as below. If an external officer does not fall under any of the following, such external officer is deemed to be independent of the Group and have no risk of

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a conflict of interest with general shareholders.

1. An executive (as stipulated in Item 6, paragraph 3, Article 2 of the Regulation for Enforcement ofthe Companies Act. Includes not only executive directors but also employees. Does not include auditors.) of the Group or an individual who was an executive of the Group within the past 10 years (for individuals who were a non-executivedirector or auditor of the Group at any point of time within the past 10 years, 10 years prior to appointment of such post).
2. A major shareholder of the Group (an individual who holds 10% or more of total voting rights at theend of the previous fiscal year), or an executive thereof.
3. An individual whose major business client* is the Group or an executive of such individual
4. A major business client* of the Group or an executive of such business client
5. An independent auditor of the Group or an individual in charge of the Company's audit operationsas an employee of the independent auditor
6. A consultant, accounting specialist, or legal professional who receives money of more than 10million yen per year or other assets in addition to the customary remuneration from the Group; provided, however, that in the case that the individual receiving such assets is an organization such as a corporation or a union, this shall be limited to an individual who is an executive of an organization whose assets received from the Group account for more than 2% of annual income.
7. An individual who fell under any of 2 to 6 above in the past three years.
8. A relation within the second degree of an individual listed in any of 1 to 7 above (limited, however,to a significant individual)
9. In addition to those stated in the above items, an individual with a special reason that prevents himor her from fulfilling the duties as an independent external board director, such as a risk of a conflict of interest with the Group

*A major business client refers to a client whose transaction amount in the previous fiscal yearaccounted for more than 2% of consolidated sales for the year.

In addition to the above criteria, external officers are required to possess extensive knowledge and experience necessary for auditing and supervising the status of Group directors' compliance with lawsand business management.

[Incentives]

Implementation of measures on incentive Adoption of performance-linked compensation planprovision to board directors (Revised)

Supplementary Information (Revised)

Compensation for directors consists of cash compensation as the base compensation and a BIP

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(Board Incentive Plan) trust as a performance-linked stock compensation, which is aimed at emphasizing the link between compensation and DIP's share value and bolstering directors' awareness toward contributing to medium/long-term performance and corporate value improvement. The decision of the percentage of performance-linked stock compensation in directors' compensation is based on a comprehensive review of the medium/long-term ratio of performance-linked stock compensation to annual compensation and the difficulty of achieving performance targets, after conducting an objective comparison that takes DIP's business scale into consideration, using aremuneration database aggregated and analyzed by an external specialist institution.

Grantees of stock options (Revised)	Employees

Supplementary Information (Revised)

DIP grants stock options to its employees to invigorate them and strengthen the resolve among staffto improve the long-termcorporate value of the company.

[Directors' Compensation]

Disclosure statusIndividual compensation is not disclosed. Supplementary Information

The compensation of those whose total amount of consolidated compensation, etc. is 100 million yen or more is individually disclosed in the Securities Report. Securities Reports and Business Reportsare available for public inspection on the Company's website (available in Japanese only).

Existence of a policy for determining the amountYes or calculation of compensation (Revised)

Disclosure of Policy for Determining the Amount or Calculation of Compensation

The basic policy of the compensation system for DIP's board directors, which excludes external board directors and auditors who are independent and are expected to perform oversight and supervisory functions, is to share value with shareholders, taking into consideration a sufficient level for retaining competent personnel while maintaining objectivity and transparency that enable full accountability, and promote sustainable growth of the Company and medium/long-term increase in its corporate value through a sound entrepreneur spirit. The amount of compensation is decided by a resolution of the Board of Directors in view of the opinions of the Nomination and Compensation Committee, anoptional advisory body where independent external board directors account for a majority of votes.

[Executive directors]

Compensation for DIP's executive directors consists of cash compensation as the base compensation and stock options, which had already been granted to officers, and a BIP (Board Incentive Plan) trust as a performance-linkedstock compensation, which are aimed at emphasizing

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the link between compensation and DIP's share value and bolstering executive directors' awareness toward contributing to medium/long-term performance and corporate value improvement. The decision of the level of performance-linked compensation is based on a comprehensive review of the medium/long-term ratio of performance-linked compensation to annual compensation and the difficulty of achieving performance targets, after creating an objective benchmark that takes DIP's business scale into consideration, using a remuneration database aggregated and analyzed by anexternal specialist institution.

[External board directors]

Compensation for external board directors consists solely of cash compensation as the base compensation, in principle, to ensure the effectiveness and independence of supervision and audit.

[Support System for External Board Directors (External Auditors)] (Revised)

The Administration Office is in charge of the support of external board directors. Support staff for external auditors are assigned if requested. In this case, the auditor's opinions are respected when conducting personnel changes and evaluations of the assigned staff members. If briefings to external board directors or auditors are required before meetings of the Board of Directors, the necessaryinformation is communicated by the Administration Office.

[Status of Individuals that Have Retired from Positions such as President]

Information including the names of counselors, advisors, etc. who previously held positions such as president

Form and

Date of

Conditions of

Title

Retirement

Description of

Employment

Name

and

as

Term

Position

(Full-Time or Part-

Position

President,

Time,

etc.

Paid or Unpaid, etc.)

―

―

―

―

―

―

Total number of counselors, advisors, etc. who previously held positions

0

such as president

Other Matters

DIP has not appointed a counselor presently. It commissions a former director or auditor as counselor through the required internal procedures if the Board of Directors finds it particularly necessary for

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business. The counselor provides advice for and implements the business commissioned by the Board of Directors concerning matters necessary for managing the Company. Commissioning acounselor requires a resolution of the Board of Directors. The term of office is one year.

2. Matters related to Functions of Execution of Business, Audit and Supervision, Appointment and Decisions regarding Compensation, etc. (Outline of the Current Corporate Governance System) (Revised)

The Board of Directors, which is the management decision-making organ, currently consists of six directors and holds meetings on a monthly basis, in principle, as well as when needed to discuss and decide important management matters. Two of the six directors are external board directors, whose recommendations from external standpoints are deemed to enhance supervisory functions towardmanagement.

Matters concerning business strategies are deliberated at regular Executive Officer Meetings attended by executive directors as well as at councils at the headquarters consisting of department heads and higher to ensure efficient decision-makingby the Board of Directors, CEO, Chief OperatingOfficer (COO), and heads of headquarters by recognizing managerial issues at an early stage.

The appointment of board directors and corporate auditors is decided by a resolution of the general meeting of shareholders in response to a proposal of candidates nominated by a resolution of the Board of Directors in view of opinions of the Nomination and Compensation Committee, an optional advisory body where independent external board directors account for a majority of votes, after the Executive President and CEO or another board director refers the candidates to the Board of Directors after confirming that the candidates meet the basic policy for appointment stated below. The proposal on the appointment of corporate auditors is submitted to the general meeting of shareholders afterobtaining the consent of the Audit & Supervisory Board.

[Board director]

DIP's basic policy for appointing executive directors requires the candidates to possess broad knowledge and experience necessary for making managerial decisions and to have track record andinsight in the areas and operations required to supervise business management of the Company.

In appointing external board directors, the candidates are required to be able to monitor and supervise business management of the Company through important decision-makingat the Board of Directors meetings, oversee whether there is any conflict of interest between the Company, management and controlling shareholders, and actively make recommendations on management policies and management improvements in order to improve medium/long-termcorporate value. The basic policy is to appoint at least two independent external board directors upon considering and deciding the appropriate balance of the diverse knowledge and experience expected of such directors.

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[Corporate auditor]

DIP's basic policy for appointing corporate auditors requires the candidates to possess extensive expertise and experience as tax accountants, certified public accountants, lawyers, companymanagers, etc., with the aim of reinforcing oversight and supervisory functions.

The basic policy of the compensation system for DIP's management and board directors, which excludes external board directors and auditors who are independent and are expected to perform oversight and supervisory functions, is to share value with shareholders, taking into consideration a sufficient level for retaining competent personnel while maintaining objectivity and transparency that enable full accountability, and promote sustainable growth of the Company and medium/long-termincrease in its corporate value through a sound entrepreneur spirit. The amount of compensation is decided by a resolution of the Board of Directors in view of the opinions of the Nomination and Compensation Committee, an optional advisory body where independent external board directorsaccount for a majority of votes.

[Executive director]

Compensation for DIP's executive directors consists of cash compensation as the base compensation and a BIP (Board Incentive Plan) trust as a performance-linkedstock compensation, which is aimed at emphasizing the link between compensation and DIP's share value and bolstering executive directors' awareness toward contributing to medium/long-termperformance and corporate value improvement. The decision of the percentage of performance-linkedstock compensation in directors' compensation is based on a comprehensive review of the medium/long-termratio of performance-linkedstock compensation to annual compensation and the difficulty of achieving performance targets, after conducting an objective comparison that takes DIP's business scale into consideration, using a remuneration database aggregated and analyzed by an external specialistinstitution.

[External board director and auditor]

Compensation for external board directors and auditors consists solely of cash compensation as the base compensation, in principle, to ensure the effectiveness and independence of supervision andaudit.

With regard to management oversight functions, legality is audited by corporate auditor's audits. DIP has established an Audit & Supervisory Board that currently consists of four auditors, two of whom are external auditors. The Company is also audited by an independent auditor. The certified public accountants who were involved in auditing during the fiscal year ended February 2020 were asfollows:

Certified public accountants involved in auditing: Atsushi Fukuda, Hiroshi Uekusa

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Affiliated auditing firm: KPMG AZSA LLC

Assistants involved in auditing: 7 certified public accountants; 7 others

The consecutive period of auditing is 10 years.

3. Reason for Selecting the Current Corporate Governance System (Revised)

DIP adopts a system of corporate governance carried out by the Board of Directors, corporate auditors and the Audit & Supervisory Board, with the aim of simultaneously achieving sustainable business operations and enhanced audit and internal control functions, while working to effectuate a corporate management that is able to swiftly address changes in the management environment. DIP has adopted this system because it believes that it is preferable for some of its board directors to be involved in important business executions to make effective use of its managerial resources and maintain sustainable business operations. At the same time, the system should, from the perspective of ensuring management soundness, preferably enable non-executivedirectors to superviseexecutive directors and corporate auditors to audit business management.

As DIP appoints independent external board directors as non-executive directors, it has set up a support system, such as providing extensive prior briefings of the agendas of Board of Director meetings, so that such directors can exercise their abilities and knowledge to the fullest extent. DIP has also established an optional Nomination and Compensation Committee as an advisory body to the Board of Directors. The committee deliberates and reports on matters concerning the nomination and compensation of board directors in response to requests from the Board of Directors. The majority of the members consist of independent external board directors to ensure the impartiality of thecommittee.

With respect to audit functions, corporate auditors including independent external auditors attend important meetings such as Board of Director meetings and conduct effective audits by cooperating with the independent auditor and the Internal Audit and Control Office to ensure sound corporate management. Furthermore, DIP has introduced an executive officer system to expedite decision- making and ensure its smooth execution, contributing to the establishment of a system that is able toswiftly address changes in the management environment.

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III. Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Vitalize General Meetings of Shareholders and Facilitate the Exercise of Voting Rights

(Revised)

				Supplementary information
Early	delivery	of	DIP sends out notices of convocation of its general meeting of shareholders at
notice			of	least 17 days prior to the date of the meeting to ensure that shareholders have
convocation		of	sufficient time to examine the agendas of the meeting, while simultaneously
general meeting of	making efforts to guarantee the accuracy of the information. It also discloses
shareholders			the contents of the notice of convocation on TDnet and the Company website
				at least six days prior to the shipment.
Setting the date to	DIP sets the date of its general meetings of shareholders to avoid conflict with
avoid	conflict	with	other shareholders' meetings.
other shareholders'
meetings
Exercise of	voting	DIP uses the electronic voting system operated by Mitsubishi UFJ Trust and
rights by electronic	Banking.
means
Participation		in	DIP participates in electronic voting platforms to facilitate the exercise of voting
electronic	voting	rights by institutional investors and overseas investors.
platforms and other
initiatives		to
improve
institutional
investors'	voting
environment
Provision of	notice	DIP discloses a summary convocation notice in English on TDnet and the
of	convocation	Company website at least six days prior to the shipment of the notice,
(summary)		in	simultaneously with the Japanese version.
English

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2. Investor Relations (IR) Activities (Revised)
								Explanation by
				Supplementary information		the representative
								of DIP
	Creation		and	DIP has created an IR policy in order to engage in
	announcement	of	constructive dialogue with its shareholders. Details of the
	disclosure policy	policy are posted on DIP's corporate website.
				(https://www.dip-net.co.jp/en/ir/attention/disclosure)
	Holding	regular	DIP holds results presentations for analysts and institutional	Yes
	meetings		for	investors on a quarterly basis on the day of the results
	analysts		and	announcement.
	institutional
	investors
	Disclosure	of	IR	DIP has set up a page dedicated to IR on its corporate
	materials		on	website where the latest and past timely disclosure
	website			materials, such as financial results, and materials related to
				results announcements (presentation materials, fact sheets,
				etc.) can be found.
				(https://www.dip-net.co.jp/en/ir)
				English versions of the timely disclosure materials and
				materials related to results announcements are also
				disclosed simultaneously with the Japanese versions.
				(https://www.dip-net.co.jp/en/ir)
	Establishment of IR	DIP has established the IR Section under the Corporate
	department (officer)	Communication	Division,	Business	Management
				Headquarters as the department in charge of IR.

3. Status of Initiatives to Respect the Standpoint of Stakeholders (Revised) Supplementary information

Internal regulations	DIP's brand statement, "One to One Satisfaction," also serves as a guideline
for respecting	the	for the Company to satisfy all of its stakeholders. DIP declares this brand
standpoint	of	statement on its website, etc.
stakeholders
Promotion	of	In an effort to conserve energy, DIP seeks to reduce environmental impact
environmental		through the optimization of room temperatures in its offices by abandoning
conservation		dress codes. The Company also measures, analyzes and discloses

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activities and CSR	greenhouse gas emissions and energy consumption of each office.
activities	Social contribution activities include the "Raise the Salary" campaign that
	began in May 2013 as an initiative to improve the treatment of definite-term
	workers and vitalize the economy as a result. In January 2020, DIP carried out
	the Baitoru Kids Program, which built on DIP employees' experience and
	knowhow gained through recruiting support activities to offer children an
	opportunity to learn the meaning and rewards of working.
	During the increase of COVID-19 infections since early 2020, DIP carried out
	measures including free short-term job postings on Baitoru for client companies
	and the "Expanding support against coronavirus" campaign, which highlighted
	the unique measures by companies posting job ads to support workers against
	coronavirus. For users, DIP offered economic support to those who became
	unable to work due to contracting COVID-19. For employees, the Company
	took measures to avoid the risk of transmission by recommending remote work
	and off-peak commuting.

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IV. Matters concerning the Internal Control System

1. Basic Concept and Status of the Internal Control System (Revised)

1. Ensuring Director and Employee Compliance with Laws, Regulations and Articles of Incorporation

(1) DIP has established a Basic Policy on Compliance and takes steps to instill the policy among all board directors and employees to ensure that their execution of duties complies with laws, regulations and the Articles of Incorporation as well as enabling them to act while respecting social responsibilitiesand corporate ethics.

(2) DIP includes at least two independent external board directors in its Board of Directors tostrengthen the function of overseeing the fairness of execution of duties.

(3) The Legal Affairs Office is responsible for compliance and the maintenance and improvement of the compliance system. Specifically, it offers regular training programs as well as creating and distributing manuals to board directors and employees in order to foster knowledge and awarenessof compliance.

(4) DIP has developed a whistle-blowing system by establishing an external reporting channel as an internal reporting system aimed at detecting violations of laws and the Articles of Incorporation quicklyand redressing them.

(5) DIP rejects all relationships with anti-social forces. It designates the Administration Office as the responsible section for responding to anti-social forces and establishes rules for responses. It is also prepared to respond resolutely to emergencies by cooperating with specialized external agenciessuch as the police.

(6) The corporate auditors and the Internal Audit and Control Office work in conjunction with each other to audit the status of the compliance system on a regular basis and report to the Board ofDirectors.

1. Retention and Management of Information regarding the Execution of Duties by Board Directors Information regarding the execution of duties by board directors shall be appropriately and surely

retained and managed over a prescribed period of time and also made searchable and viewable inaccordance with the Document Management Rules and other internal rules.

3. Rules and Other Systems for Risk Management

DIP establishes a system for business risk management based on the Corporate Risk Management Rules. In the event of a critical situation in business activities, DIP sets up a task force under the CEO's command to make swift and accurate responses as well as a system to minimize loss or damage. Against risks related to the handling of personal information, in particular, DIP has set up a department and manager responsible for information management, who carry out trainings of employees and internal audits on a regular basis as well as maintaining and improving the

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management system based on the Privacy Mark and Information Security Management System(ISMS) certifications DIP has already acquired.

4. Ensuring Efficiency in the Execution of Duties by Directors

Board of Directors meetings on a monthly basis to make important decisions on business execution. Furthermore, the CEO, COO and heads of headquarters conduct careful and flexible decision-makingaccording to the decision-makingauthority stipulated in internal rules. In addition, the Company ensures efficient decision-makingby the Board of Directors, the CEO, COO and heads of headquarters by deliberating matters at Executive Officer Meetings and councils at the headquartersconsisting of department heads and higher to recognize managerial issues at an early stage.

Efficient and swift business execution is pursued through the introduction of an executive officer system and a headquarters system and in accordance with the Organization Regulations and Ruleson the Division of Duties and Authority.

1. Ensuring Appropriate Business of the Corporate Group consisting of the Company and itsSubsidiaries
   (1) The Group will emphasize the importance of the Basic Policy on Compliance stipulated by DIP toall employees in order to establish a compliance system for the entire Group.
   (2) DIP will dispatch directors or auditors to subsidiaries, who will oversee and supervise the executionof duties by directors at the subsidiaries.
   (3) The business conditions between Group companies are compared with general business conditions to prevent them from being significantly disadvantageous or arbitrary. Experts areconsulted as needed.
   (4) The Internal Audit and Control Office conducts internal audits of subsidiaries to ensure the proprietyof their overall business.
   (5) The Company and subsidiaries hold regular meetings to share important information on the Group's overall corporate management. The Company approves or receives reports on importantbusiness executions at the subsidiaries in accordance with rules on subsidiary management.
2. Ensuring the Reliability of Financial Reporting

In order to ensure the propriety of the Group's financial reporting, the Group establishes an internal control system for valid and appropriate submission of internal control reports in accordance with the Financial Instruments and Exchange Act. It also continuously evaluates whether the system functionsproperly and makes amendments as needed.

7. Matters concerning Employees Who Support the Duties of Auditors where Required by Corporate Auditors, the Independence of Such Employees from Directors and Ensuring the Effectiveness of

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Instructions to Such Employees

DIP assigns personnel to support the execution of duties of the Audit & Supervisory Board or corporate auditors as needed at their request or instruction. In such cases, the impartiality of such personnel will be retained so that they will not be subject to instructions or orders from anyone other than corporate auditors and to ensure the effectiveness of the auditors' instructions. The opinions of the Audit & Supervisory Board are respected when conducting personnel changes or evaluations ofsuch personnel.

1. Systems Designed to Enable Directors and Employees to Report to Auditors and Other Systemsconcerning the Reporting to Auditors
   All corporate auditors attend Board of Director meetings, in principle. At the Board of Director meetings, matters for deliberation by important councils such as the Executive Officer Meeting are also reported. In the event of an occurrence of a fact that causes substantial damage to the Group or a risk thereof, or an occurrence of a situation that significantly discredits the Group, a material defect or problem concerning the system or procedures of internal control, a violation of law or other illegal act, or a material unjust act, the directors and employees of the Group immediately reports to corporate auditors in writing or orally. Furthermore, corporate auditors are allowed to inspect the minutes and proceedings documents of various meetings such as the Executive Officer Meeting and request reports from the Group's directors and employees. The Internal Audit and Control Office, which is in charge of the whistleblowing system, reports to corporate auditors on the status ofwhistleblowing within the Group on a regular basis.
2. Ensuring the Prevention of Unfavorable Treatment of Informants of the Preceding Paragraph Dueto Reporting
   DIP stipulates in regulations and responds appropriately so that the Group's directors and employees will not be treated unfavorably due to making a report of the preceding paragraph tocorporate auditors.
3. Matters concerning Policies on the Handling of Expenses or Debts Resulting from the Executionof Duties by Auditors, including Procedures for Advance Payment or Indemnification of Expenses
   When a corporate auditor requests the Company indemnification of expenses resulting from the execution of his/her duties pursuant to Article 388 of the Companies Act, the Company responds to such request except in cases where it proves that such request is not necessary for the execution ofduties of such corporate auditor.
4. Ensuring Effective Auditing by Corporate Auditors

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1. Audit & Supervisory Board meetings are held once a month or more.
2. In addition to Audit & Supervisory Board meetings, the corporate auditors hold meetings asneeded.
3. Corporate auditors meet with the independent auditor or the Internal Audit and Control Office on a timely basis to exchange opinions and information and request a report from the independent auditoror the Internal Audit and Control Office as needed.
4. Corporate auditors receive reports from external experts (lawyers, tax accountants, etc.) on risksfacing the Group in meetings with such parties.

2. Basic Approach toward the Exclusion of Anti-Social Forces and Establishment of Internal Structures (Revised)

1. Basic Approach toward the Exclusion of Anti-Social Forces

DIP rejects all relationships with anti-social forces and groups that pose a threat to social order andsecurity.

2. Establishment of Internal Structures for the Exclusion of Anti-Social Forces

DIP has designated the Administration Office to supervise responses to anti-social forces and appointed a person in charge of preventing undue demands. The Company has established a network for cooperation with specialized external agencies such as the police and lawyers for its daily information gathering and responding to any incidents that occur. Guidelines for addressing undue demands have already been established but will be appropriately revised according to changes in the environment. At the same time, the Company has added clauses for the exclusion of anti-social forces in basic transaction agreements to prevent transactions with anti-social forces in its ordinary businessand to immediately stop any unforeseen transaction it discovers.

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V. Others

1. Adoption of Anti-Takeover Measures

Adoption of anti-takeover measures	No

Supplementary Information

―

2. Other Matters related to Corporate Governance System, etc. (Revised)

―

[Flow Chart (Reference Material)]

(Note) English documents are prepared as a courtesy to our stakeholders. In the event of any inconsistency between English-language documents and the Japanese-language documents, the Japanese-language documents will prevail.

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