Funai Soken Incorporated : Corporate Governance Report

Corporate Governance Report

Funai Soken Holdings Inc.

Last updated: December 23, 2021

Funai Soken Holdings Inc.

Takayuki Nakatani, President and CEO

Contact: Management Administration Divisional Headquarters

[phone]

Securities code: 9757

https://hd.funaisoken.co.jp

The corporate governance of Funai Soken Holdings, Inc., is described below:

I. Basic Views on Corporate Governance, Capital Structure, Corporate Profile and Other Basic Information

1. Basic Views Updated!

The company strives to strengthen its corporate governance with a focus on ensuring effective legal compliance and maximizing shareholder returns. In order to enhance corporate governance, at least one third of the directors of the company are outside directors. The company audits the legality and validity of the Board of Directors by means of the Audit and Supervisory Committee (comprising three members, including two outside directors) to ensure objectivity and validity. In addition, the company has established a Governance Committee, comprising all outside directors, to review corporate governance on a regular basis. The company has also established a Nominating Committee and a Compensation Committee, of which more than half of the members are outside directors, as advisory bodies to the Board of Directors to ensure transparency and objectivity with respect to the appointment of directors and directors' remuneration. Based on these bodies' deliberations regarding the various reports, the president makes submissions to the Board of Directors for decisions. To ensure procedures surrounding the selection and development of future group CEO and representative director candidates are fair and transparent, the Successor Nominating Committee's recommendations are discussed by the Board of Directors to identify those candidates with "the right stuff" to lead the group to future prosperity. Furthermore, the company has introduced an executive officer system to ensure a separation between the management and execution of business matters, as well as to ensure flexibility in business execution. Meanwhile, the company believes that a proactive approach to disclosure is an important pillar of corporate governance and is committed to prompt and accurate disclosure of its current business activities, as well as its future business strategies, through legally required announcements as well as initiatives such as company briefings and individual meetings with institutional investors and analysts.

Reasons for Non-Compliance with the Principles of the Corporate Governance Code Updated!

This section shown in accordance with the revised Tokyo Stock Exchange Corporate Governance Code of June 2021.

Principle 2.6 Fulfilling the Function of Asset Owner of Corporate Pensions

The company outsources its corporate pension to an asset manager who has undertaken to observe the Stewardship Code. As the company is aware that management of the corporate pension fund has a fundamental influence on employees' ability to build up assets steadily, as well as on its own financial situation, the company receives regular operational updates from the asset manager and constantly monitors stewardship through constructive dialogue. In this way, it strives to appropriately manage any conflicts of interest that may arise between the corporate pension and the company. Moreover, defined contribution pensions are similar to defined benefit pensions in that employee asset formation is dependent on the investments made. The company offers e- learning programs on asset management to pension scheme members. However, the company will also consider its approach to utilization of human resources, such as the placement and appointment of staff or the recruitment of external experts as required by company's principles, based on reviews of expected future trends.

Principle 4.11.1

The Board of Directors comprises no more than 10 directors (excluding directors who are Audit and Supervisory Committee members) and no more than five members of the Audit and Supervisory Committee. The board is made up of various directors with different backgrounds in terms of expertise and experience, including directors with an in-depth knowledge of the group's business and outside directors whose role is to audit the group from an independent and objective standpoint. The Board of Directors draws up a matrix outlining the major skills and specialties of its members, and the appointment of directors is deliberated on by the Nominating Committee (of which more than half of the members are outside directors) based on a diverse and varied assessment of capabilities and performance, and is determined by the Board of Directors.

Information regarding the skill matrix and other matters relating to director selection policy is disclosed on pages 43 and 44 of the 2021 Integrated Report. https://hd.funaisoken.co.jp/en/file/single_security.pdf

The Funai Soken Holdings Board of Directors currently comprises nine directors, including four outside directors who bring business administration experience from outside the Funai Soken Consulting Group. Since most of the company's sales are derived within Japan, it does not believe that it is necessary to appoint any overseas directors at present. In terms of Audit and Supervisory Committee members who are appointed to the Board of Directors, there is one certified public accountant, with specialty knowledge of finance and accounting, and one lawyer, with specialty knowledge in legal affairs.

Disclosure Based on the Principles of the Corporate Governance Code Updated!

This section shown in accordance with the revised Tokyo Stock Exchange Corporate Governance Code of June 2021.

Principle 1.3 Basic Approach to Capital Policy

The company recognizes that its approach to capital policy is extremely important for enhancing shareholder value over the mid- to long-term. Its basic approach is to improve capital efficiency through profit growth driven by proactive investment in the business, while building shareholders' equity to an appropriate level and increasing returns to shareholders.

Principle 1.4 Cross-Shareholdings 1. Cross-Shareholding Policy

In light of changes in the environment relating to the Corporate Governance Code and the risk that the company's financial situation could be significantly impacted by share price fluctuations, the company's basic policy is to reduce cross-holdings and to not acquire new shares unless the holding is deemed to be strategically significant.

2. Reviews

Each year, the company's stockholdings are reviewed individually, and the economic rationale of these holdings is assessed. The medium- to long-term objectives for the holdings are examined and returns, such as dividends, are taken into account. As a result of this review, those stockholdings deemed to

have limited strategic significance or economic rationale are sold, while taking into account the impact of disposal on the market and other considerations. On the other hand, those stocks that are acknowledged to be of strategic significance to the company shall be retained.

3. Exercise of Voting Rights

The company exercises voting rights to approve or reject proposals made by businesses in which it holds shares, taking account of whether there is an appropriate governance system in place, and whether the stockholding company makes appropriate decisions that will enhance corporate value over the medium- to long-term, based on whether it enhances the corporate value of the group. If the company deems that it cannot approve a proposal, it may consider a disposal of the stockholding concerned. In particular, with regard to proposals that could have an impact on corporate value and shareholder returns (such as takeover defense initiatives or business restructuring measures), the company has a dialogue with the stockholding company to assess its aims and objectives for the improvement of corporate value. Based on this, the company evaluates the merits and disadvantages of the proposals concerned.

Principle 1.7 Related Party Transactions

"Directors' transactions with competitors" and "directors' transactions with the company" require advance approval by the Board of Directors and must be reported to the Board of Directors in accordance with the Companies Act and the regulations of the company's Board of Directors. Details of transactions with related parties, transaction conditions and the policy for determining transaction conditions are disclosed in the Securities Report.

Principle 2.4.1

To maintain the diverse workforce needed to consistently deliver value to an increasingly diverse world, we believe it is necessary to develop a core team of people of all nationalities, genders, and ages.

Accordingly, the group has established targets for 2030 regarding women and mid-career hires in management positions. Women in management positions: 30％

Mid-career hires in management positions: 50％

We have decided not to set targets for non-Japanese in management positions for the time being as our focus is on Japan, specifically consulting services for Japanese SMEs and mid-scale companies. However, we are aware of this as a potentially significant element, and we are committed to responding flexibly to social and other developments that may cause a change in our business strategies. Moreover, to ensure consistent development and deployment of the core talent needed to drive the innovation our times require, we are working on a variety of initiatives, including: enhancing existing development programs for management positions; following up with on-boarding of mid-career hires to ensure they can adapt to our corporate culture and begin applying their strengths and skills as soon as possible; and continuing our mid-to-long-term investment in workforce development and environment building, combining a broad variety of training for different skills and different ranks.

Principle 3.1 (1) Full disclosure and Transparency (Company goals (Management philosophy), management strategy and business planning)

The President's Message, the group philosophy and the mid-range business plan are disclosed on the company's website and in the Integrated Report.

Principle 3.1 (2) Full Disclosure and Transparency (Basic view and basic policy on corporate governance)

Disclosed in the Basic Views section of this report.

Principle 3.1 (3) Full Disclosure and Transparency (Policies and procedures for determining compensation for executives and directors)

Although the company has an Audit and Supervisory Committee, it has also appointed a Compensation Committee on a voluntary basis. The Compensation Committee ensures that executives' and directors' remuneration is an incentive for the improvement of business performance over the medium- to long- term. It submits proposals for remuneration to the Board of Directors for submission to the General Meeting of Shareholders and discusses the policy and details of individual remuneration.

Principle 3.1 (4) Full Disclosure and Transparency (Selection and dismissal of executives; nomination policies and procedures for candidate directors) Although the company has an Audit and Supervisory Committee, it has also appointed a Nominating Committee on a voluntary basis. The Nominating Committee ensures that the Board of Directors can fully exercise its function of overseeing the management of the company. It submits proposals regarding the appointment of directors to the Board of Directors for submission to the General Meeting of Shareholders and discusses matters that it deems to be necessary regarding the appointment and dismissal of candidates to be a director of the company.

Moreover, proposals regarding the dismissal of directors for submission to the General Meeting of Shareholders are examined by the Nominating Committee and reported to the Board of Directors.

Principle 3.1 (5) Full Disclosure and Transparency (Explanation of the appointment/ dismissal/nomination of directors)

Reasons for appointment of directors are explained in shareholder meeting convocation notices.

Principle 3.1.3

The Funai Soken Consulting Group is serious about ESG management and sustainability, and initiatives to sustain and raise performance in this area are a core part of the group's management practices.

1. Policy on Sustainability

Since its inception the Funai Soken Consulting Group has always sought to use its consulting services as a way of helping to make the world a better place by solving problems-i.e., helping clients overcome business challenges. In 2020, the group set forth its high-materiality issues and established basic policies to guide its efforts to help resolve them: the Basic Policy Regarding ESG Management, the Basic Policy on Information Security, the Basic Policy on Human Resources, and the Basic Policy on the Environment.

https://hd.funaisoken.co.jp/en/sustainability/

2. A Structure to Ensure Groupwide Uptake of Sustainability in Business Management

ESG and sustainability matters have always been common topics of discussion by the Board of Directors. Now, though, we have established a Sustainability Committee to ensure sustainability becomes firmly established as a core management tenet across the whole Funai Soken Consulting Group.

The Sustainability Committee sets sustainability targets, monitors progress, and evaluates outcomes. The committee typically meets three times a year to discuss sustainability challenges, monitor the group's sustainability performance, and prepare reports and recommendations for the Board of Directors.

In addition, an ESG Promotion Office has been created within the Funai Soken Holdings organization. The office has established four groups to oversee action across the whole Funai Soken Consulting Group in four specific areas: information security, our people, the environment, and business.

Stakeholders and the community at large have a keen interest in sustainability, and the Funai Soken Consulting Group takes them seriously. The group has initiatives in place to tackle sustainability issues and lists those it considers as being highly material on its website. These are subject to review as the landscape inside and outside the group evolves.

Read more about the Funai Soken Consulting Group's high-materiality sustainability issues at https://hd.funaisoken.co.jp/en/sustainability/policy/

3. Major Initiatives

(1) Information Security

The Funai Soken Consulting Group's consulting business activities necessitate the handling of various client information. As such, information security is one of our highest materiality issues.

Actions are governed by the group's Basic Policy on Information Security and undertaken in accordance with a manual, and employees undergo ongoing information security training. Moreover, risk management and security measures are subject to constant improvements.

Studied the level of information security at group companies Appointed information security staff at each group company

Regular meetings with group companies

The following measures were undertaken to enable people to perform their work anywhere (i.e., at the office or remotely) and ensure solid security. Overhaul the group's system for preserving client information assets

More stringent authorization requirements (e.g., multi-factor authentication and device authorization)

Controlled access to systems

Migration of work systems to the cloud, email encryption and incorrect transmission prevention measures: As we continue to offer a broad range of solutions, including new initiatives such as digital transformation, the Sustainability Committee and the group's other advisory committees will continue to discuss all relevant issues and ensure steadfast governance. Under that guidance, we will adhere closely to our Basic Policy on Information Security, ensure our workforce is thoroughly aware of the rules, and strive to further enhance administration and training surrounding information security.

(2) Our People

As a corporate group using consulting services as a means of delivering value to clients-and to society at large-we recognize that maintaining a talented, motivated workforce is of the highest materiality.

Investing in human capital, for instance by securing and training talented people, is one of our highest priorities. Recently, we have been working on diversifying our teams with more women and mid-career hires (see principle 2-4-1), and we are rebuilding our training and development programs to better identify and nurture tomorrow's management candidates. In addition, we are enhancing our support systems to better enable our people to pursue their work in the best physical and mental health.

Moreover, we are conscious of the importance of investment in the protection, development, and exploitation of the vast array of intellectual property the Funai Soken Consulting Group has built up since its inception. These include consulting expertise, trade secrets, trademarks, industry-specific insights, and licenses. For now, rather than advertise specific achievements and have set specific investment targets, we prefer to decide on individual investment projects as they arise within the context of our mid-to-long-term business timeline.

(3) Human Rights

The Funai Soken Consulting Group prohibits all discrimination, whether it be based on race, ethnicity, nationality, religion, place of birth, gender, marital status, age, language, disability, health, occupation, employee category, or anything else, and does not condone forced labor or child labor in any form. Moreover, the group respects workers' basic right to collective negotiation.

The group also endeavors to deepen awareness of the need to be considerate of human rights through in-house training.

(4) Climate Change and the Environment

Climate change is a major challenge and a global effort is required to overcome it. We are mindful of the impact of climate change on the group's business activities, and are determined to adapt nimbly to socioeconomic changes brought about by regulations and policy adjustments.

For instance, in addition to measuring greenhouse gas emissions caused by the group's business activities and launching efforts to reduce these, we also offer our clients and suppliers support for responding to these and other climate change issues. We aim not only to improve our readiness for and resilience to natural disasters (which are becoming ever more severe as a result of climate change), but we are also striving for greater adaptability to the inevitable changes in the business environment caused by new policies and restrictions implemented as part of the global move toward decarbonization.

• Disclosure Framework
  We disclose an ever-broader range of information in line with the Task Force on Climate-Related Financial Disclosures recommendations.
  The Environmental Management Group, one of the Funai Soken Consulting Group's multiple working groups, is led by Funai Soken Holdings' ESG Promotion Office to facilitate efforts to reduce our footprint through dialogue with the group's various companies.
  Receiving regular data from group companies on key indicators for environmental impact, we evaluate and analyze the effects on our business activities, and keep abreast of environmental risks and opportunities.

• Governance
  The Sustainability Committee is an advisory organ of the Board of Directors. Its role is to oversee the ongoing implementation of policies groupwide. Based on reports from the ESG Promotion Office, the committee sets targets, monitors progress, and evaluates achievements, and advises the board and the ESG Promotion Office as necessary.

• Risk Management
  The Sustainability Committee receives reports from the ESG Promotion Office regarding the results of environmental risk assessments and other risk analyses carried out by the Environmental Management Group, both periodically and in response to internal and external environmental changes, and makes recommendations to the Board of Directors regarding those risks requiring action. The board then decides on action to be taken regarding these

and other risks.

Elsewhere, by promoting paperless operations and sensible waste management, we strive not only to reduce environmental impact, but also to prevent accidents.

(5) Initiatives Undertaken as Part of Our Business Activities

The Funai Soken Consulting Group uses its consulting and other business activities to raise the standard of business management by helping clients improve their businesses and seek sustained growth.

Many of the group's consulting services are geared toward promoting sustainability, including improving working practices, boosting employees' skills, maintaining and expanding employment, and business continuity planning. One of our initiatives that adds momentum to efforts to boost sustainability is the Great Company Awards. The Great Company Awards function to reward companies that combine profitability and growth potential with social responsibility. Every year at our National Management Strategy Seminar Conference, we select the companies from among our clients that have not only performed well in terms of profits, but that have also made outstanding contributions to the community.

Principle 4.1.1 Scope of Matters Delegated to Management

The company separates the functions of the Board of Directors, which makes decisions and supervises the management of the company, from the functions of executive officers who execute business matters. The scope of this is defined in the official regulations of administrative authority. The Board of Directors makes decisions on important matters of business execution in accordance with laws and regulations and the regulations of the Board of Directors, as well as supervising the Executive Committee and overseeing the implementation of business matters. The Executive Committee comprises directors and executive officers and has been established under the Board of Directors for matters regarding business execution and resolutions other than those that are decided by the Board of Directors. In addition to considering and discussing important agenda items in advance to aid the deliberations of the Board of Directors (excluding matters resolved at Board of Directors' meetings) it makes decisions and shares information on those agenda items that are not covered in board meetings.

In March 2016, the company transitioned to become a company with an Audit and Supervisory Committee in order to enhance corporate governance by improving the audit and supervisory function in respect of the Board of Directors and to improve management fairness and efficiency. As a result of this, by resolution of the Board of Directors, the company stipulates in the Articles of Incorporation that all or some important decisions of business execution (excluding matters listed in Paragraph 5 of the Article) can be delegated to the directors to ensure swift and precise decision-making in accordance with the provisions of Article 339-13, Paragraph 6 of the Companies Act.

Principles 4.3.2 Appointment of Chief Executive Officer Through Objective, Timely and Transparent measures

The company reviews the selection and development of the candidates to be the group's next CEO and representative director. The process is led by the Successor Nominating Committee (chaired by an outside director) which comprises one director and three outside directors. The Board of Directors deliberates based on reports from the Successor Nominating Committee to determine the appropriate candidates to be the group's next CEO and representative director to take on leadership and management responsibility for the company in future. The Successor Nominating Committee is involved in the selection of Group CEO and representative director candidates to ensure that the process remains fair and highly transparent.

Principle 4.8 Effective Use of Independent Outside Directors

Four of the nine directors of the company are currently appointed as independent outside directors. Regarding the appointment of independent outside directors, one third or more of directors are outside directors in order to strengthen the management oversight capabilities of the Board of Directors and to ensure fairness. Candidates' profiles are reviewed as needed (taking account of specialty fields, experience, career, etc.) and the company's policy is to appoint directors who are qualified for the role taking account of the requests of stakeholders, diversity of personnel and management policies as required.

Principle 4.9 Independence Standards and Qualification for Independent Outside Directors

Outside directors are expected to supervise management from a high-level perspective based on their abundant experience. The Nominating Committee selects outside director candidates who are comprehensively judged to possess the character, acumen and business and professional experience suited to fulfill that role, after checking their relationship with the company in terms of personal connections, capital and transactions based on the criteria for independence established by the Tokyo Stock Exchange, and for whom there is no risk of conflict of interest with the general shareholders of the company.

Principle 4.10.1

The Board of Directors is currently comprised of nine directors, four of whom are independent outside directors. In particular, given the importance of independence and objectivity in matters pertaining to the nomination executives and directors and their compensation packages, we established a Nominating Committee, a Successor Nominating Committee, and a Compensation Committee, all of which are headed by outside directors, to provide oversight and advice on these matters. These committees have a majority of outside director to ensure independence and objectivity. Further information on these committees is available in section II. of

this report, II. Business Management Organization and Other Corporate Governance Systems regarding Decision-making, Execution of Business, and Oversight in Management, under the Supplementary Explanation heading.

Principle 4.11.2 Other Mandates of Directors and Corporate Auditors

The status of other important mandates of directors serving concurrently as directors of the company is disclosed in Reference Documents for General Meeting of Shareholders in the notice of convocation and in "Status of Directors" in the Securities Report.

If outside directors concurrently serve as officers of other companies, the number of mandates they hold should remain within a reasonable range from the viewpoint of time and effort required to appropriately fulfill their roles and responsibilities as directors of the company.

Principle 4.11.3 Self-Evaluation of Effectiveness of the Board of Directors 1. Objective and Method of Evaluation of Effectiveness

The company conducts an evaluation of the effectiveness of the entire Board of Directors once a year for all directors, including Audit and Supervisory Committee members, through a self-assessment questionnaire. The Board of Directors deliberates the results of this evaluation to improve the effectiveness of the Board of Directors. The evaluation of effectiveness was deliberated at the Board of Directors' meeting held in March 2021. The following is a summary of those deliberations.

2. Summary of Evaluation Results

Review of last year's initiatives: The results of the 2020 initiatives are as follows.

1. Robust debate regarding ESG in business management and diversity reflected a broad range of opinions.
2. A new system was implemented for regular reviewing and reporting regarding new business projects.
3. Although debate has become much more substantial, there is now a need for further revision of reference materials and better organization of matters up for deliberation.
4. There is a need for further strengthening of the structure for identifying underlying risks, but a system is now in place for swift, appropriate response to risks that become manifest

Action Plan

The Board of Directors makes decisions on strategy, taking all appropriate information into account, based on active discussion to ensure the opinions of all directors are reflected. This ensures the effectiveness of the entire Board of Directors.

The details of the 2021 Action Plan are as follows:

In future, the company will strive to further improve the effectiveness of the Board of Directors by implementing this Action Plan.

1. Continue to review which items get tabled at board meetings and which do not in order to secure time for deliberating important matters.
2. Strengthen progress monitoring and analysis to enable more in-depth debate regarding the Mid-Range Business Plan with consideration of the business strategies pursued by the group's various companies.
3. Assess and clarify the range of skills needed for the Board of Directors and those held by board members.
4. Identify sustainability challenges and debate (by the Board of Directors) ways to overcome them.
5. Monitor progress in dealing with issues identified as having high materiality.
6. Increase involvement of outside directors to boost the functional abilities of the Board of Directors' advisory committees.

Principle 4.14.2 Training Policy for Directors and Corporate Auditors

The company pays expenses and conducts training for inside directors/executive officers, outside directors and newly appointed inside directors/executive officers as follows in order that directors and executive officers may fulfill their respective roles and responsibilities appropriately.

1. For Inside Directors and Executive Officers

The company invites outside lecturers to conduct training based on real examples, such as violations of laws and regulations that we may be susceptible to, illegal conduct that may arise at the company, selection of M&A targets, as well as points to consider for management decision-making and management approaches for subsidiary companies, including overseas transactions.

2. For Outside Directors

The company improves the effectiveness of outside directors' supervisory capabilities through better understanding of the business, based on deepening their knowledge of the group and its business. This includes outside directors' participation in "group company presentations on management policy" and group company board meetings as appropriate.

3. For Newly Appointed Inside Directors and Executive Officers

The company offers opportunities for training at external organizations to gain the minimum knowledge required for directors on matters such as laws, compliance and corporate governance.

Principle 5.1 Policy for Constructive Dialogue with Shareholders

In accordance with the policy outlined below, the company values the importance of constructive dialogue and communication with shareholders and investors, who are its key stakeholders. It responds as appropriate based on a mutual consideration of opinions and viewpoints.

1. System of Implementation and Collaboration Between Departments

1. The director in charge of investor relations (IR) is responsible for constructive dialogue and communication with shareholders and investors. The Management Administration Divisional Headquarters is responsible for practical work matters.
2. The Management Administration Divisional Headquarters takes the lead, while staff from the IR & PR Office and others meet regularly and implement the business of the company in cooperation with each other.

2. Dialogue with Shareholders and Investors

1. In terms of the dialogue with shareholders and investors, the basic principle is that as much of this as possible is done by the Director of IR or the CEO to ensure the outcomes of the dialogue is clearly reflected in management.
2. In addition to one-on-one meetings, the following methods of communication are used.

• Company briefings on the mid-range business plan and business strategy
• Participation in IR conferences arranged by securities companies
• Improved provision of information via the company website, notices of convocation of shareholders' meetings, etc.

1. The company views the General Meeting of Shareholders as an important forum for dialogue with shareholders and investors, and therefore endeavors to provide ample opportunity for Q&A with stakeholders.

3. Internal Feedback on the Views of Shareholders and Investors

The views obtained through dialogue and communication with shareholders and investors are relayed as feedback to the management team (or, depending on the content, the Board of Directors).

4. Management of Insider Information

With respect to dialogue and communication with shareholders and investors, the company manages insider information correctly in accordance with the Group Regulations on the Prevention of Insider Trading and ensures that all officers and employees concerned are aware of the importance of handling insider information correctly.

2. Capital Structure

Foreign Shareholding RatioFrom 10% to less than 20%

Major Shareholders Updated!

		Name/		Number of	Percentage
	Company Name		Shares Owned	(%)
	Funai Honsha, K.K.			5,026,079	10.18
	Custody Bank of Japan, Ltd. (Trust account)			3,463,700	7.01
	The Master Trust Bank of Japan, Ltd. (Trust Account)		3,021,700	6.12
	Sumitomo Mitsui Banking Corporation			1,952,002	3.95
	NORTHERN TRUST CO. (AVFC) RE FIDELITY FUNDS		1,664,831	3.37
	Kazuko Funai			1,307,501	2.65
	TAIYO FUND, LP.			1,284,100	2.60
	Nippon Life Insurance Company			1,062,000	2.15
	Katsuhito Funai			1,056,960	2.14
	Takahiro Funai			889,560	1.80
	Controlling Shareholder (except for Parent Company)	---
	Parent Company		None
	Supplementary Explanation
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3. Corporate Attributes
	Listed Stock Market and Market Section		Tokyo Stock Exchange/First Section
	Fiscal Year-End		December
	Type of Business		Services
	Number of Employees (consolidated) as of the		1,000 or more
	End of the Previous Fiscal Year
	Sales (consolidated) as of the End of the Previous		No less than 10 billion yen, less than 100 billion yen
	Fiscal Year
	Number of Consolidated Subsidiaries as of the End		Less than 10
	of the Previous Fiscal Year

4. Policy on Measures to Protect Minority Shareholders in Conducting Transactions with Controlling Shareholder

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5. Other Special Circumstances Which May Have a Material Impact on Corporate Governance

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