Kumagai Gumi : Corporate Governance Report

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between the English version and the Japanese original, the original version shall prevail.

Corporate Governance

Kumagai Gumi Co., Ltd.

Last Updated: June 26, 2020

Kumagai Gumi Co., Ltd.

Yasunori Sakurano, President

Contact: 03-3235-8606

Accounting Department,

Administration Division

Securities Code: 1861

https://www.kumagaigumi.co.jp/

Below is the current corporate governance framework of Kumagai Gumi Co., Ltd. (the "Company" or "Kumagai Gumi"):

1. Basic Views on Corporate Governance Practices, Capital Structure, Corporate Profile and Other General Information

1. Our Approach to Corporate Governance

Through its core construction and other business activities, Kumagai Gumi is committed to maintaining a high standard of corporate governance practices and devotes considerable efforts to identifying and formalizing the best practices.

Under a leadership structure consisting of a Board of Directors, an Audit & Supervisory Board, and Accounting Auditors, the Company strives to further enhance the effectiveness of its corporate governance. We believe that sound and effective corporate practices are fundamental to the smooth, effective and transparent operation of a company and its ability to attract investors, protect the rights of shareholders and stakeholders, and enhance shareholder value.

With respect to Directors, their term of office is stipulated as lasting one (1) year in order to clarify management responsibilities and facilitate an optimal management structure to respond proactively to changes in the business environment. The Company has adopted an Executive Officer System so that the Directors can execute their duties efficiently.

With an aim to uphold these positions with integrity, provide unbiased opinions, and protect and help ensure shareholder success, Kumagai Gumi has appointed two (2) Outside Directors to its board, who come from diverse business and professional backgrounds and have extensive experience and expertise in corporate management. The Outside Directors have shared their

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valuable experience with the Board in order to promote the best interests of the Company and its shareholders, and have contributed their skills and expertise to the Company. As a result, the Company can further enhance the supervisory function of the Board of Directors.

Regarding the nomination and remuneration of Directors and Executive Officers, a resolution shall be made to the Board of Directors with respect to the report from the Nomination and Compensation Committee, consisting of the Representative Director and Outside Directors.

With respect to the Audit & Supervisory Board Members, professionals who possess appropriate experience and capabilities as well as financial, accounting and legal expertise shall be appointed as Outside Audit & Supervisory Board Members, whereby the Company aims to strengthen its auditing functions.

As for the accounting audit prescribed under the Companies Act and the Financial Instruments and Exchange Act, the Company has received detailed and rigorous audits from GYOSEI & CO.

[Reasons for Non-compliance with the Principles of Corporate Governance Code]

Kumagai Gumi is in compliance with and stringently upholds all the principles of the Corporate Governance Code.

[Disclosure Based on the Principles of Corporate Governance Code] Updated [Principle 1-4](Cross Holding)

(1) Policy Concerning the Reduction of Cross Holdings

Kumagai Gumi will reduce the number of cross-held shares, except for such cases as transactions for enhancing sustainable corporate value, strengthening business alliance, and obtaining more opportunities to generate profits. With regard to the cross-held shares, the board meeting will verify the significance of holding such shares every year, and when it is decided to be of little value to hold them, the Company will sell or reduce the number of such shares.

(2) The Significance of Cross Holdings

The Company comprehensively reviews the significance of cross-held shares; whether the earnings generated by cross holdings are sufficiently beneficial in relation to their capital cost, and whether it is worthwhile to hold such shares in the daily performance of business.

(3) The Standards Regarding the Exercise of Voting Rights Associated with Cross Holdings

When exercising its cross holdings voting rights, the Company will do so by determining whether owning stock in another publicly traded company will increase the value of the corporations in which it invests, from a medium- to long-term perspective. With regard to the following issues, among others, the Company will exercise its voting rights only after deliberately examining them in relation to raising corporate value.

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• Organizational restructuring, including the merger, acquisition, transfer, and/or takeover of animportant business
• Retirement allowances to executives to be paid by an underperforming company, such as a company with excessive liabilities
• A planned third-party share issuance that may have the risk of being considered a favorable issuance
• Introduction of defensive measures against hostile corporate takeovers

[Principle 1-7](Related-Party Transactions)

With respect to related-party transactions, the Company implements appropriate procedures in line with the content and nature of the transaction, in accordance with applicable laws, regulations and internal rules, so as not to impair the common interests of the Company and shareholders, and such transactions are brought before the Board of Directors to confirm their appropriateness and economic rationality unless it is clear that the terms and conditions of such transactions are the same as those of general transactions.

In addition, the Company conducts an annual inspection in order to determine whether or not there are any related-party transactions between a Director or his/her close relative(s) and the Company.

[Principle 2-6] (Pension Funds as an Asset Owner)

The Company does not have a corporate pension fund system.

[Principle 3-1] (Information Disclosure)

1. With respect to Kumagai Gumi's management philosophy, management strategies, and management plan, please see the Company's website.

[Management Philosophy]

https://www.kumagaigumi.co.jp/en/company/vision.html

[Management Strategies/Management Plan]

(Medium- and Long-term Management Policies)

(Medium-term Management Plan)

https://www.kumagaigumi.co.jp/en/ir/management/strategy.html

1. With respect to our basic view on corporate governance, please see "I.1 Corporate Governance Practices" in this report. Kumagai Gumi's basic policy on corporate governance is set forth as follows:

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(a) Ensuring shareholders' rights and equality

The Company believes that protection of shareholders' rights is crucial and strives to maintain an environment where such rights can be appropriately exercised, and gives utmost consideration to the substantive equality of shareholders.

(b) Appropriate collaboration with all stakeholders

The Company strives to collaborate appropriately with all stakeholders, respect their rights and status, and give rise to a corporate culture and climate that allows for the sound operation of business.

(c) Appropriate information disclosure and ensuring transparency

In order to earn the trust of and obtain positive evaluations from stakeholders, the Company strives to ensure the proactive and appropriate disclosure of information and the transparency of corporate management.

(d) Duties and Responsibilities of the Board of Directors

The Board of Directors of the Company will fulfill its duties and responsibilities accordingly to create an environment that supports risk-taking when necessary in actively pursuing sustainable growth and to increase medium- to long-term corporate value.

(e) Communication with shareholders

For the purposes of sustainable growth and the increase of medium- to long-term corporate value, the Company strives to engage in constructive and proactive communication with shareholders.

1. Please see [Director Compensation] of "II.1. Organizational Structure and Operations" in this report for the compensation of directors and senior executives.
2. The candidates for senior executives, including the President and Directors, are carefully examined and selected by the Board of Directors upon nomination by the President based on the report by the Nomination and Compensation Committee. The candidates for Audit & Supervisory Board Members are also carefully examined by the Board of Directors, based on the comments and opinions of the Audit & Supervisory Board upon nomination by the President. In choosing such candidates, the President carefully reviews their qualifications and qualities after considering whether such candidates have the knowledge, experience, and ability to perform the duties required for their roles in light of the professional and personal history of each candidate.

With regard to senior executives, including the President, in case there is a report by the Nomination and Compensation Committee that decides a senior executive falls under the dismissal criteria stipulated by the Board of Directors, the Board will examine and determine carefully as to whether it should dismiss the individual in question.

1. With respect to the Directors and the Audit & Supervisory Board Members, each candidate's professional career and personal history as well as the reasons for his or her appointment are disclosed in the convocation notice of an ordinary general meeting of shareholders.

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[Supplementary Principle 4-1-1] (Outline of the scope of the matters delegated to the management)

The Company has established the Rules of Board of Directors, and the matters stipulated in the laws and regulations and the Articles of Incorporation, and the matters that are material to the business execution are determined by the Board of Directors' resolutions. The Board of Directors has set forth the matters to be reported on the status of the business execution by the management under the Rules of Board of Directors, and strives to supervise such execution.

[Principle 4-9] (Criteria for determining independence of independent Outside Directors)

The Company has selected independent Outside Directors from business managers, academic experts, and lawyers, expecting them to bring their abundant experience and extensive knowledge from their past achievements in the management of the Company. The Company determines that any person who falls under the following criteria, in addition to the Independence Standards prescribed by the Tokyo Stock Exchange, is not independent.

[Company's Criteria for Determination of Independence]

1. A person who currently falls under any of (a) through (d) below:
2. 1. a major shareholder of the Company (a shareholder holding 10% or more of the voting rights in the Company) or a person who executes the business thereof;
   2. a person/entity whose annual business amount with the Company is over 2% of the respective consolidated total sales of the Company and such person/entity for their respective most recent fiscal years or a person who executes the business thereof;
   3. a person/entity who has received donations from the Company in the amount of JPY 10 million or more on average for the past three (3) fiscal years or a person who executes the business thereof; or
   4. a legal professional, an accounting professional, a consultant or a person belonging to any of such association who has received cash or other economic benefits from the Company, except for officer compensation, in the amount of JPY 10 million or more on average for the past three (3) fiscal years; or
3. A person who has fallen under any of (a) through (d) above at any time during the past three (3) years.

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[Supplementary Principle 4-11-1] (Our Approach to the Composition of the Board of Directors)

The Board of Directors of the Company selects candidates for Inside Directors, within the number of directors stipulated in the Articles of Incorporation, who have various perspectives and experience as well as highly-advanced expertise in order to exercise prompt and accurate decision-making and supervision for sustainable growth and the increase of the medium- to long- term value of the Company. In addition, the Company selects appropriate candidates for Outside Directors from among business managers, academic experts, and lawyers in order to obtain their opinions and advice on the management from an objective point of view.

The directors are decided by the Board of Directors after the candidates were proposed by the President based on the report from the Nomination and Compensation Committee.

[Supplementary Principle 4-11-2] (Concurrent positions in other organizations of Directors/Audit & Supervisory Board Members)

The concurrent positions held in other organizations by Directors and Audit & Supervisory Board Members are disclosed in convocation notice of an ordinary general meeting of shareholders.

[Supplementary Principle 4-11-3] (Overview of the evaluation of the effectiveness of the Board of Directors)

Each Director and Audit & Supervisory Board Member is asked annually to evaluate the effectiveness of the Board of Directors through a questionnaire. The Board of Directors reviews the results and considers a range of improvements to ensure its effectiveness. In addition, starting with the fiscal 2018 evaluation, an outside expert has set the evaluation criteria, and the results of the evaluation are used as a reference to ensure and improve the effectiveness of the Company's Board of Directors.

In assessing its effectiveness in fiscal 2019, the Company used these evaluation criteria, including the composition and operation of the Board of Directors, its agenda, support systems, and improvements from the previous year.

Also, taking into account the review conducted by our outside expert, Kumagai Gumi has assessed that we are properly fulfilling our duties and responsibilities and that we have established a system that ensures the overall efficacy of our Board of Directors.

In addition, in light of the points of improvement shared by the Board's assessment of its effectiveness in fiscal 2018, the Company implemented an early provision of Board materials and progress reports on various projects. It also provided information in a timely manner and exchanged ideas and opinions after the end of the proceedings.

The Company has proactively worked on encouraging discussions during and after the Board meetings.

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In order to further enhance the effective role of the Board of Directors, we will continue to promote constructive and lively exchanges of opinions. Toward a more practical and effective oversight of its operations, the Company will facilitate delegation of authority by reviewing the criteria for its agenda, and ensure diversity in the composition of the Board, and the number and ratio of outside directors. We will continue to work on the issues raised and shared by the evaluations of the effectiveness of the Board of Directors in fiscal 2019, including further strengthening of compliance and group governance.

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

In order for Directors and Audit & Supervisory Board Members to properly perform their roles and duties, the Company provides the following training opportunities, and bears the expenses thereof.

The Company provides newly-appointed Outside Directors and Outside Audit & Supervisory Board Members with the information required for them to perform their duties and responsibilities, such as visits to the frontlines of the Company's operations; an overview of the construction industry; the history and the scope of the business, financial information, and various business strategies of the Company.

The Company provides newly-appointed Directors and Audit & Supervisory Board Members with training by internal and outside lecturers in order for them to obtain the necessary knowledge.

In addition, training on legal revisions, corporate governance and compliance is adequately provided to all Directors and Audit & Supervisory Board Members by internal and outside lecturers.

[Principle 5-1] (Policy for Improved Communication with Shareholders)

1. The General Manager of the Administration Division supervises and is responsible for the communication with shareholders and related measures in connection therewith.
2. With respect to achieving improved communication with shareholders, the Accounting Department, the Finance Department and the Corporate Communication Office in charge of investor relations (IR) compile the information of each division, share the consolidated information with the departments and work together to promote the understanding of the Company.
3. The Company strives to improve communication with shareholders not only by individual meetings but also in more effective ways, such as holding financial results briefings, and disclosing information proactively to investors through its website, shareholder newsletters, and annual reports, among other means.

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1. Comments and requests from shareholders obtained through this dialogue will be reported to senior executives or the Board of Directors according to their importance.
2. When above-mentioned communication with shareholders and related measures are taken, the Company provides related information to all the shareholders in a fair and equitable manner, in compliance with the internal rules on preventing insider trading stipulated by the Company.

2. Capital Structure

	Foreign Shareholding Ratio	20% or more but less than 30%
[Status of Major Shareholders]
Updated
	Name or Company Name			Number of	Percentage (%)
			Shares Owned
	Sumitomo Forestry Co., Ltd.			9,361,200	20.02
	Japan Trustee Services Bank, Ltd. (Trust			5,428,997	11.61
	Account)
	The Master Trust Bank of Japan, Ltd. (Trust		3,167,900	6.77
	Account)
	Japan Trustee Services Bank, Ltd. (Trust			1,924,500	4.12
	Account 9)
	Kumagai Gumi Business Partner			1,837,200	3.93
	Shareholding Association
	JP MORGAN CHASE BANK 385151			740,556	1.58
	Japan Trustee Services Bank, Ltd. (Trust			593,600	1.27
	Account 5)
	Sumitomo Mitsui Banking Corporation			591,354	1.26
	Trust and Custody Services Bank, Ltd.			544,600	1.16
	(Securities Investment Trust Account)
	HAYAT			530,000	1.13
	Controlling Shareholder (except for	N/A
	Parent Company)
	Parent Company	None

Supplementary Notes: Updated

1. Although the Bulk Holding Report (Change Report) subject to public inspection as of November 21, 2019, states that Sumitomo Mitsui Trust Asset Management Co., Ltd. and its joint holder, Nikko Asset Management Co., Ltd. hold the following shares as of November 15, 2019, they are not included in the Status of Major Shareholders shown above since the Company has not been able to confirm the real number of shares beneficially owned by them as of March 31, 2020.
2. • Shareholders: Sumitomo Mitsui Trust Asset Management Co., Ltd. and one (1) other
   • Number of shares held: 3,544,600 shares
   • Percentage of ownership: 7.58%

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1. Although the Bulk Holding Report (Change Report) subject to public inspection as of November 22, 2019, states that Asset Management One Co., Ltd. holds the following shares as of November 15, 2019, it is not included in the Status of Major Shareholders shown above since the Company has not been able to confirm the number of shares beneficially owned by it as of March 31, 2020.
2. • Shareholders: Asset Management One Co., Ltd.
   • Number of shares held: 2,369,300 shares
   • Percentage of ownership: 5.07%
3. Although the Bulk Holding Report (Change Report) subject to public inspection as of December 4, 2019, states that JP Morgan Asset Management and its joint holder, JP Morgan Securities plc hold the following shares as of November 29, 2019, they are not included in the Status of Major Shareholders shown above since the Company has not been able to confirm the number of shares beneficially owned by them as of March 31, 2020.
4. • Shareholders: JP Morgan Asset Management and one (1) other
   • Number of shares held: 2,336,921shares
   • Percentage of ownership: 5.00%
5. Although the Bulk Holding Report (Change Report) subject to public inspection as of February 7, 2020, states that Sumitomo Mitsui DS Asset Management Company Limited, and its joint holder, Sumitomo Mitsui Banking Corporation hold the following shares as of January 31, 2020, they are not included in the Status of Major Shareholders shown above since the Company has not been able to confirm the number of shares beneficially owned by them as of March 31, 2020.
6. • Shareholders: Sumitomo Mitsui DS Asset Management Company, Limited,

and one (1) other

• Number of shares held: 2,678,254shares
• Percentage of ownership: 5.73%

3. Corporate Profile

Listed Stock Market and Market Section	Tokyo Stock Exchange, First Section
Fiscal Year-End	March
Type of Business	Construction
Number of Employees (consolidated) as
of the End of the Immediately Preceding	1,000 or more
Fiscal Year
Sales (consolidated) as of the End of the	JPY100 billion or more, but less than JPY1 trillion
Immediately Preceding Fiscal Year

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Number of Consolidated Subsidiaries as

of the End of the Immediately Preceding Less than 10 Fiscal Year

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

N/A

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

N/A

1. Business Administration Organization and Other Corporate Governance Systems Regarding Managerial Decision-making, Execution of Operations and Supervision of Management

1. Organizational Structure and Execution of Operations

	Organization Form	Company with Audit & Supervisory Board
[Directors]
	Number of Directors Stipulated in Articles of	12
	Incorporation	Updated
	Term of Office Stipulated in Articles of	1 year
	Incorporation
	Chairperson of the Board of Directors	President
	Number of Directors			Updated		7
	Appointment of Outside Directors	Appointed
	Number of Outside Directors	2
	Number of Independent Directors Designated	2
	from among Outside Directors

Outside directors have an important responsibility to uphold their positions with integrity and to protect and help grow shareholder wealth.

Relationship with the Company 1) Updated

Name

Attribute

Relationship with the Company*

a

b

c

d

e

f

g

h

i

j

k

Mikie Yumoto

From other

companies

Sakae Yoshida

From other

companies

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• Categories for "Relationship with the Company"
• "○" when the Director presently falls or has recently fallen under the category; "△" when the Director fell under the category in the past
• "●" when a close relative of the Director presently falls or has recently fallen under the category;"▲"when a close relative of the Director fell under the category in the past

1. Executive (a person who executes business) of the listed company or its subsidiaries
2. Executive or Non-executive director of a parent company of the listed company
3. Executive of a fellow subsidiary company of the listed company
4. A party whose major client or supplier is the listed company or an executive thereof
5. Major client or supplier of the listed company or an executive thereof
6. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the listed company besides officer compensation
7. Major shareholder of the listed company (or an executive of the said major shareholder if the shareholder is a legal entity)
8. Executive of a client or supplier company of the listed company (which does not correspond to any of "d", "e", or "f") (the director himself/herself only)
9. Executive of a company for which outside officers are mutually appointed (the director himself/herself only)
10. Executive of a company or organization that receives a donation from the listed company (the director himself/herself only)
11. Others

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1) Relationship with the Company 2)		Updated
		Appointed
	Name	as	Supplemental Remarks	Reasons for Appointment
	Independent		of the Relationship
		Director
							Ms. Mikie Yumoto has business
							experience in hiring and educating
							numerous employees as the Manager of
							the Human Resources Development
							Department after joining the Japan
							Office of American Family Life
							Assurance Company of Columbus,
							currently Aflac, Inc., as well as
							experience participating in management
							as Human Resources executive officer.
							Ms. Yumoto has been actively working
							on issues such as diversity
							management, work-life balance,
							promoting female advancement by
		○					giving lectures at corporations and
	Mikie					universities as the Representative of
	―				Rischiare Consulting. The Company
	Yumoto
							appoints Ms. Yumoto as an independent
							officer since it can expect to receive
							appropriate guidance and advice with
							respect to the management of the
							Company based on her abundant
							experience and extensive knowledge
							accumulated from her achievements.
							Ms. Yumoto meets the requirements for
							independent officers set forth in the
							rules of the Tokyo Stock Exchange and
							the Company's Criteria for
							Determination of Independence, and
							therefore she is designated as an
							independent officer pursuant to the
							resolution of the Board of Directors.

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			After joining Dainippon Ink and
			Chemicals, Co. Ltd. (currently DIC
			Corporation), Mr. Sakae Yoshida
			served as plant manager of DIC's
			Sakai Plant and Chiba Plant, and then
			became the Executive Officer in
			charge of the Production Management
			Division as a board member of DIC
			Corporation.
			Mr. Yoshida has been appointed as an
			outside director since he has a track
			record in management as a board
Sakae	○		manager and has a wealth of
―	experience and extensive insights
Yoshida	cultivated throughout his career.
			In addition, he meets the requirements
			for independent officers set forth in the
			rules of the Tokyo Stock Exchange
			and the Company's Criteria for
			Determination of Independence, and
			therefore he is designated as an
			independent officer pursuant to the
			resolution of the Board of Directors.

Establishment of Voluntary

Committee(s) Corresponding to Established

Nomination Committee or

Compensation Committee

Status of Voluntary Committees, Committee Member Composition, and Chairperson's Attribute

Committee's

Number of

N

umber of

Number

Number

Number

Number.

Committee

Total

Full-time

of Inside

of

of

Name

Committee

Outside

Outside

of Other

Chairperson

Members

Members

Directors

Directors

Experts

Committee

Nomination and

Inside

Corresponding

3

0

1

2

0

0

Compensation

to Nomination

Director

Committee

Committee

Committee

Nomination and

Inside

Corresponding

3

0

1

2

0

0

Compensation

to Compensation

Director

Committee

Committee

13

Supplemental Remarks Updated

The Company has established the Nomination and Compensation Committee as an advisory body to the Board of Directors, consisting of the Representative Director and the Outside Directors, in order to further ensure objectivity and transparency in the process of nominating and dismissing Directors and Executive Officers and determining the proper amount of compensation including the design of such a system. This Committee is in charge of both nominating appropriate persons and determining compensation.

In fiscal 2019, the Company held the Nomination and Compensation Committee meetings four (4) times to evaluate the contributions by the board members and executive directors to the business results in fiscal 2019, study the individual compensation in fiscal 2019, and discuss the executive member for fiscal 2020.

[Audit & Supervisory Board]

Establishment of Audit & Supervisory	Established
Board
Number of Audit & Supervisory Board	5
Members Stipulated in Articles of
Incorporation
Number of Audit & Supervisory Board	4
Members

Close Cooperation among the Audit & Supervisory Board, the Accounting Auditors, and the Internal Audit Department

The Audit & Supervisory Board, the Accounting Auditors, the President and the Outside Directors exchange opinions regularly. In addition, an Audit & Supervisory Board Member records feedback after the Accounting Auditor's audit and exchanges opinions with the Accounting Auditor as appropriate.

In addition, the Audit & Supervisory Board receives reports on the annual audit results of the Internal Audit Department and exchange views thereon at the appropriate times.

Appointment of Outside Audit &	Appointed
Supervisory Board Members
Number of Outside Audit & Supervisory	2
Board Members
Number of Independent Audit &	2
Supervisory Board Members

14

1) Relationship with the Company 1) Updated

Name

Attribute

Relationship with the Company*

a

b

c

d

e

f

g

h

i

j

k

l

m

Masaaki

Certified Public

Ayukawa

Accountant

Yutaka

An executive from

△

Takehana

another company

• Categories for "Relationship with the Company"
• "○" when the Audit & Supervisory Board Member presently falls or has recently fallen under the category; "△" when the Audit & Supervisory Board Member has fallen under the category in the past
• "●" when a close relative of the Audit & Supervisory Board Member presently falls or has recently fallen under the category; "▲"when a close relative of the Audit & Supervisory Board Member has fallen under the category in the past

1. Executive of the listed company or its subsidiary
2. Non-executivedirector or accounting advisor of the listed company or its subsidiaries
3. Executive or non-executive director of a parent company of the listed company
4. Corporate auditor of a parent company of the listed company
5. Executive of a fellow subsidiary company of the listed company
6. A party whose major client or supplier is the listed company or an executive thereof
7. Major client or supplier of the listed company or an executive thereof
8. Consultant, accountant or legal professional who receives a large amount of monetary consideration or other property from the listed company besides officer compensation
9. Major shareholder of the listed company (or an executive of the said major shareholder if the shareholder is a legal entity)
10. Executive of a client or supplier company of the listed company (which does not correspond with any of "f", "g", or "h") (the Audit & Supervisory Board Member himself/herself only)
11. Executive of a company for which outside officers are mutually appointed (the Audit & Supervisory Board Member himself/herself only)
12. Executive of a company or organization that receives a donation from the listed company (the Audit & Supervisory Board Member himself/herself only)
13. Others

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	Appointed as
Relationship	Independent	Supplementary
with the	Audit &
Explanation of the	Reasons for Appointment
Company	Supervisory
Relationship
2)Name	Board
	Member
			Mr. Masaaki Ayukawa has extensive
			practical experience, having held several
			senior position including the Representative
			Member of Chuo Aoyama Audit
			Corporation and becoming a Board Member
			of said Audit Corporation after being
			registered as certified public accountant. He
			also served as Outside Corporate Auditor of
			Tonen General Sekiyu K.K. (currently JXTG
			Nippon Oil & Energy Corporation), in
			addition to his work as a certified public
Masaaki	○		accountant.
―	The Company has appointed Mr. Ayukawa
Ayukawa
			since he can independently audit the
			management of the Company from an
			objective standpoint utilizing his abundant
			experience and expertise.
			Mr. Ayukawa meets the requirements for
			independent officers set forth in the rules
			of the Tokyo Stock Exchange and the
			Company's Criteria for Determination of
			Independence. Therefore, he is designated
			as an independent officer pursuant to the
			resolution of the Board of Directors.

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						After having joined the National Police
						Agency (NPA), Mr. Yutaka Takehana has
						had a wide variety of management
			The Company has some	experience, from Deputy Governor of
			Tokyo, Director General of the NPA
			transactions with Meiji	Community Safety Bureau to Executive
			Yasuda Life Insurance
			Director of Panasonic Corporation and
			Company, in which Mr.
			Yutaka Takehana		President and Representative Director of
				Tokyo Big Sight, Inc.
			conducted business,
		○	such as receiving		The Company has appointed Mr. Takehana
	Yutaka	construction work
		because he can independently audit the
	Takehana	orders. However, the
			sales of the transactions	management of the Company from an
			are limited to less than	objective standpoint utilizing his abundant
			experience and expertise.
			one (1) percent of the
			annual consolidated		Mr. Takehana meets the requirements for
			sales of the two
				independent officers set forth in the rules
			companies combined.
				of the Tokyo Stock Exchange and the
						Company's Criteria for Determination of
						Independence. Therefore, he is designated
						as an independent officer pursuant to the
						resolution of the Board of Directors.
[Independent Officers]
	Number of Independent Officers		4

Other Matters Relating to Independent Officers

All eligible outside officers are designated as independent officers.

[Incentives]

Incentive Policies for Directors	Other

Supplemental Remarks Updated

The Company has introduced a compensation system in which a part of the fixed compensation (cash compensation) of Directors (excluding Outside Directors) is determined based on their contribution to the Company's operations results. In addition, the Company decided to introduce a stock-based compensation system using a trust at the 81st Ordinary General Meeting of Shareholders held on June 28, 2018. The purpose of the new system is to enhance the Directors' awareness of their contribution to the improvement of medium- to long-term performance and the increase of corporate value by solidifying the linkage between Directors' compensation and the Company's share value, and sharing the benefits and risks arising from fluctuations in the share price with shareholders.

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Recipients of Stock Options

―

[Director Compensation]

Disclosure (of Each Director's	Each Director's compensation is not disclosed.
Compensation)

Supplemental Remarks Updated

The total amount of annual compensation: JPY189 million for eight (8) Directors (including JPY20 million for two (2) Outside Directors)

The total amount of annual compensation: JPY42 million for five (5) Audit & Supervisory Board Members (including JPY20 million for three (3) Outside Audit & Supervisory Board Members).

The total amount of the annual compensation for the Directors excluding Outside Directors includes JPY17 million which is provided from the trust reserves for the share-based payment system posted in fiscal 2019.

Policy on Determining Compensation	Established
Amounts or Calculation Methods thereof
	Updated

The cash compensation for Directors and senior executives consists of compensation based on their positions, as well as a fixed remuneration consisting of compensation based on actual contributions to performance, and a bonus temporarily paid and linked to the results of operations (The Outside Directors, however, are only paid in proportion to their position). It is determined by the Board of Directors, based on the report by the Nomination and Compensation Committee. The amount is decided within the limit of the total amount of Directors' Compensation determined by the General Meeting of Shareholders, upon taking into consideration the employee's salary level and the prevailing market wage rate.

In addition, the Company has decided to introduce a stock-based compensation system using a trust, which, in principle, awards points to Directors (excluding Outside Directors) and senior executives according to their individual rank in each fiscal year, and confers shares based on the accumulated number of points at the time of retirement.

[Supporting System for Outside Directors (Outside Audit & Supervisory Board Members)]

The Secretariat Department of the Corporate Planning Division helps communicate necessary information to Outside Directors and Outside Audit & Supervisory Board Members. In addition, said Department provides information to Outside Directors and Outside Audit & Supervisory Board

18

Members through a prior explanation of the agenda for the Board of Directors meeting, depending on the importance of the issue.

[Status of Persons who Retired from Position of Representative Director and President, etc.]

Updated

Working

Date of

Name

Summary of

Arrangements/Conditions

Retirement

Term of

Title/Position

Duties

(Full time or Part time,

as President,

Office

Paid or Unpaid)

etc.

Yasushi

Counselor

Giving advice

Full-time

March 31,

Annual

Higuchi

necessary to

Rewarded

2018

renewal

maintain an

amicable

relationship

with business

partners and

engaging in

external

activities (no

involvement

in

management)

Total Number of Corporate Advisors/Advisors Who

Have Formerly Served as Representative Director 1

and President

The Company engages a former Representative Director and President as Corporate Advisor or Advisor as necessary, for the purposes of obtaining advice to maintain amicable relationships with business partners, or for external activities beneficial to the management of the Company.

The Company has currently, engaged one (1) person as Corporate Advisor, who has previously served as Representative Director and President.

The engagement of and the compensation for the Corporate Advisor or Advisor are determined by the resolution of the Board of Directors meeting, considering the report from the "Nomination and Compensation Committee."

Upon engagement, the term of office needs to be renewed each year and the Company does not grant any authority to such Corporate Advisor or Advisor that would influence the management decisions of the Company.

19

2. Matters Related to Management of Operations, Auditing, Supervision, Nomination and Decision on Compensation (Overview of Current Corporate Governance System) Updated

With respect to material management issues, the points of contention and issues are clarified and addressed at the Management Meeting, where the President presides as Chairperson, and thereafter such issues are determined at the Board of Directors meeting. In principle, the Board of Directors Meeting, consisting of seven (7) directors including two (2) outside directors, is held once a month to make decisions regarding important management issues and to supervise all management-related matters based upon the periodical status report on the performance of duties.

Auditors including outside auditors also attend board meetings and inspect the performance of the duties by the directors and express their opinions when necessary.

The Management Meeting consisting of the President, Executive Vice President and Senior Executive Officers is held twice a month to deliberate matters that require careful consideration from wide perspectives, including important issues in the execution of everyday duties.

The Audit & Supervisory Board Members (including Outside Audit & Supervisory Board Member) also attend these meetings to oversee management.

In order to strengthen the compliance system, the Company has established the Legal Compliance Department as its specialized team that focuses on legal compliance and administers the relevant employee-training program on a regular basis. In addition, the "Legal Compliance Audit Committee," consisting of outside committee members, is set up to receive an objective and professional evaluation from an outside stakeholder's perspective regarding the execution of duties and operations in the Company. In this way, various systems operating within the Company are constantly reviewed for improvement.

The Board of Corporate Auditors holds a meeting once a month as a rule. It is comprised of a full- time auditor and three part-time auditors including two outside auditors. It develops an auditing policy and creates an auditing plan, as well as clarifies the separation of responsibilities.

The Board shares with the Company the implementation status report based on the plan and the Company regularly receives a report on the results of the accounting auditing and internal auditing, as well as the contents of the important meetings and material issues in business operations.

In addition, the Company has set up the Audit Office as an internal audit department, and based on its annual audit plan, it carries out the auditing engagements dedicated to compliance matters of the Company and its group companies. The results are always reported to the President.

With respect to the accounting audit prescribed under the Companies Act and the Financial Instruments and Exchange Act, the Company has received a fair and equitable audit from GYOSEI & CO. The names of the certified public accountants who conducted the audit for the fiscal year that ended in March 2020, and the composition of the supporting personnel relating to the audit services are as follows:

• The names of the certified public accountants who conducted the audit:

Naruhito Minami,

Tetsuo Noguchi

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• Composition of supporting personnel related to the auditing services:

Certified Public Accountants: six (6) accountants

Others: six (6) persons

The Company has entered into an agreement with all of the Outside Directors and Audit & Supervisory Board Members which limits the liability for damages set forth in Article 423, Paragraph 1 of the Companies Act. The amount of liability for damages under said agreement is limited to the amount prescribed in Article 425, Paragraph 1 of the Companies Act.

3. Reasons for Adoption of the Current Corporate GovernanceSystem

The Company has adopted the Executive Officer System for efficient execution of the Directors' duties, and has appointed two (2) Outside Directors in order to further enhance the supervisory function of the Board of Directors.

Furthermore, the Company has appointed two (2) Outside Audit & Supervisory Board Members, who attend the Board of Directors meetings and Management Meetings and receive reports on the important contents of the meetings, the status of internal audits and other material management issues during the Audit & Supervisory Board meeting held every month.

The "Legal Compliance Audit Committee" consisting of outside committee members (mainly lawyers) makes professional and unbiased evaluations with respect to legal compliance on the management of the Company's operations.

The Company believes that the management oversight function has been sufficiently ensured with its current corporate governance system.

1. Implementation of Measures for Shareholders and Other Stakeholders

1. Measures to Revitalize the General Shareholders Meetings and Improve the Exercise of Voting Rights

Updated

	Supplemental Remarks
	In order to give shareholders a sufficient time frame for
	deliberation in exercising their voting rights, the Company will
	send a convocation notice more than three (3) weeks prior to an
	ordinary general shareholders meeting, and will release the same
Early Notification of	electronically on TDnet, its website, and the Electronical Voting
Platform geared toward Institutional Investors, more than four (4)
Convocation of General
months in advance.
Shareholders Meeting
Due to the spread of the novel coronavirus, a convocation notice
	will be sent two (2) weeks prior to the 83rd Annual Shareholders
	Meeting, and the same will be released electronically three (3)
	weeks prior to it.

21

	Electronic Exercise of	It is possible for shareholders to exercise voting rights on the
	website designated by the Company (https://www.web54.net).
	Voting Rights
	Participation in the	The Company has adopted the "Electronic Voting Platform for
	Institutional Investors."
	Electronic Voting Platform
	English Version of	The Company provides an English version of the Convocation
	Notice translated from the original Japanese on TDnet, its
	Convocation Notice
	website, and on the Electronic Voting Platform for Institutional
	(Summary)
	Investors.
			The Company strives to facilitate the exercise of voting rights of
			both domestic and overseas shareholders by posting a
			convocation notice on its website. In addition, the Company
	Others	make efforts to provide easily comprehensible explanations of
			reports on the settlement of accounts at the ordinary shareholders
			general meeting by illustrating the results of operations by using
			charts and graphs.
2. IR Activities
				Explanation
			Supplemental Remarks	by
				Representative
			Briefings for securities analysts are given twice a	Provided
	Regular Investor Briefings		year at the time of the release of the final settlement
		of accounts and at the time of the second quarterly
	for Analysts and
		results. Each officer in charge and a department
	Institutional Investors
		head will provide an explanation of the detailed
			financial results and business developments.
			https://www.kumagaigumi.co.jp/ir/index.html
	Posting of IR Materials on		Contents: Timely disclosure materials, including
		earnings, convocation notices of the ordinary
	the Website
		general shareholders meeting and attachments
			thereto, shareholders' newsletters, etc.
	Establishment of a		Department in charge: The Accounting Department
		and the Finance Department of the Administration
	Department and Manager
		Division, the Corporate Communications Office of
	in Charge of IR
		the Corporate Planning Division

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3. Measures to Ensure Proper Respect for Stakeholders

	Supplemental Remarks
	Explanations
Stipulation of	Kumagai Gumi's basic philosophy is to be a corporation of having the
highest value for all stakeholders in relation to its corporate activities,
Internal Rules for
including customers, shareholders and the local community, and such
Respecting the
approach is described in the "Corporate Motto," the "Management
Position of
Philosophy" and the "Kumagai Gumi's Code of Conduct,"
Stakeholders
respectively.
	1. Reducing CO2 emissions; 2. Reducing waste and promoting green
	procurement; 3. Considering biodiversity; 4. Promoting environmentally
	sensitive designs and developing environmentally friendly technology;
Implementation of	5. Promoting educational activities geared toward global environmental
Environmental	conservation (regional volunteer activities, aid for reconstruction work,
Activities and CSR	activities as an "Eco-First" company, "Fun to Share" activities, "Cool
Activities	Choice" activities, "Environment Month" (June), "3R Promotion Month"
	(October), Co-sponsoring of "Midori Net"; 6. Preparation, distribution,
	and posting an annual "CSR Report" on the website (the "Corporate
	Report" is prepared annually for distribution and is posted on its website.
Development of	The "Kumagai Gumi Code of Conduct" has stipulated a basic policy,
Policies Regarding
"We aim to become a corporation with "open communication" that
Information
discloses corporate information in a timely manner that is expected by
Distribution to
society."
Stakeholders

IV. Matters Related to the Internal Control System

1. Our Approach to the Internal Control System and the Progress of System Development

• Our Approach to the Internal Control System

With the understanding that it is critical to enhance the effectiveness of corporate governance in order to realize our management philosophy, "We aim to be a corporate group that contributes to society through its business with construction as its core," the Company has established its basic policies and procedures for the internal control systems, devised specific structures of internal control based thereon, and constantly checks and reviews the system that it has developed.

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• Progress of the Internal Control System

1. Structure to Ensure that Duties of Directors and Employees are Executed in Compliance with Laws, Regulations and Articles of Incorporation
2. • • The Company has established and thoroughly implemented the Code of Corporate Conduct for all of the Directors, Executive Officers (hereinafter collectively the "Officers") and employees.
   • With respect to the procedures required to execute duties, the Company has established internal rules, such as Rules on Organization, Rules on Allocation of Duties, Rules on Management Authority and Rules on Decision-Making Procedures.
   • In order to strengthen and put in place a management that complies with laws and regulations, compliance training is held annually at the Head Office and all of the Branch Offices. Furthermore, the Company allows some of the group companies to participate in such training programs.
   • The Company has set up a whistle-blowing system to encourage internal reporting.
   • The Company has established the Legal Compliance Audit Committee, which is an organization independent of the management, that meets once a year for annual overviews and meets as needed for individual matters. It has received independent evaluations from the committee on its compliance structure.
3. The System for Storing and Managing Information Relating to Directors Executing their Duties
4. • The Company has established the proper storage and management of all information relating to the execution of the Directors' duties.
5. Rules and Other Systems for Risk Management
6. • The risks assumed in business operations are classified by each department, and the supervising department has prepared relevant manuals based on these risks.
   • In order to cope with large-scale disasters, the Company has created a business continuity and resilience plan and set up the Crisis Management Committee to deal with potential threats to the Company.
   • The Company has established internal rules and regulations, such as the Rules on Compliance, Rules on Decision-Making Procedures and Rules on Internal Audits. It has also established cross-sectionalcompany-wide committees for matters where multifaceted risks need to be considered.

24

1. The System to Ensure Efficient Execution of Duties by Directors
2. • With respect to important managerial issues including management strategy, budgets for each department, and capital expenditures, the Board of Directors makes decisions based on the issues raised and addressed at the Management Meeting.
   • The Company holds the Officer-Branch Manager Meetings once in every quarter in order to inform the Executive Officer and Branch Managers thoroughly of the Company's policies as it relates to addressing the management strategies and other relevant issues.
3. The System to Ensure Adequate Operations within the Company Group
4. • The Company has established the Rules on Administration and Management of Domestic Group Companies and the Rules on Administration and Management of Overseas Group Companies in order to administer and support the overall

management of the group companies by understanding the group companies' business conditions, reporting on and responding appropriately to risks and building an efficient structure for performing their duties.

• The Company has organized the Group Operations Promotion Committee in order to confirm business results and to examine the challenges each of the group companies has faced from a group management viewpoint, and holds meetings on a quarterly basis.
• The group companies have put in place corporate auditors and set the Rules on Audits by Corporate Auditors of Group Companies for the purpose of conducting appropriate auditing.
• The Internal Audit Department of the Company conducts internal audits of the Company and its group companies pursuant to the annual audit schedule.
• The Company has a whistle-blowing system which enables the employees of the group companies to report directly to the Company's contact desk.
• When a major compliance violation occurs within the group companies, such violation is reported to the Board of Directors of the Company, as necessary

6. Matters Concerning Audits by Audit & Supervisory Board Members

• In the audits conducted by the Audit & Supervisory Board Members, the Officers and employees of the Company and group companies as well as the corporate auditors of the group companies report on the status, the duties of which they are in charge.
  Furthermore, the Audit & Supervisory Board Member of the Company attends important meetings, such as the Board of Directors as well as management meetings,

25

to understand the current status of the operations and requests progress reports, as necessary, from the Officers and employees.

• • In order to enhance the effectiveness of audits by the Audit & Supervisory Board Members, the Audit & Supervisory Board Members confirm the results of the audit by the Accounting Auditor and the Internal Audit Department and exchange opinions with the Representative Director, Outside Directors, Accounting Auditors and the Internal Audit Department.
• For your reference, please see to the "Diagram" attached hereto.

2. Basic Views on Eliminating Anti-Social Forces

• Basic Views on Eliminating Anti-Social Forces

The Company does not and will not have any relationshipswith anti-social forces. In addition, the Company takes a resolute stance and firmly rejects any unlawful demands from anti-social forces.

• Progress Report on Eliminating Anti-Social Forces

"Kumagai Gumi's Code of Conduct" clearly states that the Company takes a resolute stance toward anti-social forces that pose threats to social order, and thoroughly implements and informs all of its Officers and employees of such policies.

A chapter is dedicated to the "Handling of Anti-social Forces" in the "Compliance Program," which states that the Company firmly opposes any anti-social forces, such as Boryokudan, and completely severs any relation therewith, specifies how to handle cases where the Company receives any unlawful demands from anti-social forces, and thoroughly informs all of its Officers and employees of such matters.

In order to prevent any damage resulting from unlawful demands in cases where anti-social forces become a business partner, information regarding the elimination of antisocial forces has been provided in the "Agreement on Subcontracting of Specialized Construction."

In addition, any unlawful demands from anti-social forces will be handled in cooperation between the General Affairs Department and the Legal Department while closely working with outside institutions, including the police and lawyers.

26

V. Miscellaneous

1. Adoption of Anti-Takeover Measures

Adoption of Anti-Takeover Measures	None

2. Other Matters Concerning Corporate Governance System Updated

In order to earn the trust of and obtain an appropriate evaluation from stakeholders, one of the basic management policies of the Company is to strive to conduct proactive and proper information disclosure and secure transparency of the corporate management.

In respect of the disclosure of material information related to the Company's business, operations and financial results, such information shall be completely under the control of the Company, and the Company strives to conduct prompt, accurate and fair disclosures in line with the flow indicated below:

(1) Collection of Management Related Information

Relevant management-related information from each department concerning proposed matters, settlement of accounts or other such events, are consolidated by the Secretariat Department of the Corporate Planning Division.

(2)Report to Officer in Charge of Handling Information (Senior Managing Director, General Manager of the Administration Division)

The Secretariat Department of the Corporate Planning Division commences procedures for the Company to make decisions, as necessary, and reports such relevant information to the officer in charge of handling information.

(3) Determination of Information Disclosure

The person in charge of handling information examines the necessity of disclosing such information based on the Timely Disclosure Rules. When disclosure is determined to be necessary, such person reports to the Board of Directors and gives the proper disclosure instruction to the division in charge of disclosure (the Corporate Communication Office of the Corporate Planning Division and the Accounting Department of the Administration Division).

(4) Information Disclosure

The department in charge of disclosure conducts the timely and appropriate disclosure of information to the Tokyo Stock Exchange, releases such information to the news media and posts such information on the Company's website.

* For your reference, please see to the "Diagrams" attached hereto.

27

[Diagram-1:Corporate Governance System]

General Shareholders Meeting

Appointment

Appointment

Appointment

Consultation

Audit &

Nomination and

Board of Directors

Supervisory

Compensation

Audit

Board

Committee

Report

Super-

vision

Business Execution

Auditors

Audit

Audit

Management Meeting

Accounting

Executive Officers

(including those concurrently

Instruction

serving as Directors)

Instruction

Instruction

		Operating		Administration Division,
		Guidance	Legal & Compliance
Audit Office	Audit	Division
(internal audit		Department
functions)				(checks and balances)

[Diagram-2: Timely Disclosure System ]

Submission/

Request for Approval

				Board of	President
				Directors
				Determination			③Report
								Corporate
								Planning Division,
	①			②				Corporate
					③	Communication	④
		Corporate		Person in		Office
Division in	Draft/		Disclosure			Tokyo
Planning		Charge of		Disclosure
Charge of	Report	Report	Instruction		Stock
Division,	Handling	Administration
Information					Exchange
	Secretariat		Information		Division,
		Department					Accounting
								Department

28