Overview of the Company’s Corporate Governance Structure

Corporate Governance Structure Chart

① Board of Directors

The Board of Directors consists of Directors (excluding Directors who are Audit and Supervisory Committee Members) and Directors who are Audit and Supervisory Committee Members. A majority of the Board are Outside Directors, and the majority of them are Independent Outside Directors. The Board holds regular monthly meetings, extraordinary meetings as necessary, and written resolutions. The Board reviews the management status of the Company and its operating subsidiaries and makes decisions on important matters concerning the Group based on appropriate discussions.

② Audit and Supervisory Committee

The Audit and Supervisory Committee consists of Directors who are Audit and Supervisory Committee Members (including one full-time member). A majority of the Committee are Outside Directors, and a majority of those are Independent Outside Directors. The Committee holds regular monthly meetings and extraordinary meetings as necessary. To enhance audit effectiveness, internal meeting information is provided by the full-time Audit and Supervisory Committee Member, and information is exchanged, with deliberations conducted on audit matters.

③ Nomination Advisory Committee and Remuneration Advisory Committee

The Nomination Advisory Committee consists of all Independent Outside Directors and the President. It meets as necessary to deliberate and decide on matters related to the nomination and dismissal of Directors and Executive Officers to be submitted to the Board. The Remuneration Advisory Committee, also composed of all Independent Outside Directors and the President, determines individual remuneration for Directors and Executive Officers as delegated by the Board. It also examines related policies and systems and reports findings to the Board as appropriate.

④ Management Meeting

The Management Meeting consists of internal Directors, the full-time Audit and Supervisory Committee Member, and Executive Officers. In principle It is held once a week. The meeting deliberates and decides on important matters related to the operation of the Company and its operating subsidiaries.

⑤ Operations Meeting

The Operations Meeting consists of internal Directors, Executive Officers, Department Managers of the Company and BOOKOFF CORPORATION LIMITED, and Presidents of subsidiaries. It is held in principle once a month.
The meeting shares updates on business execution in each department and subsidiary, as well as decisions made at the Management Meeting.

⑥ Sustainability Strategy Committee

The Sustainability Strategy Committee, chaired by the President, meets at least once every six months. Committee members discuss various risks and opportunities, such as climate change, how to deal with them and the necessary strategies. Monitoring progress of the action plans of all BOOKOFF business units is another role of the committee.

⑦ Compliance and Risk Management Committee

The Compliance Management Committee monitors the status of compliance with laws, the Articles of Incorporation, and internal regulations within the Group, identifies issues, and proposes improvements. The Risk Management Committee, chaired by the responsible executive and composed mainly of department heads in administrative divisions, identifies risks within the Group and deliberates and proposes countermeasures, thereby strengthening the risk management framework.

⑧ Internal Audit Department

The Internal Audit Department conducts audits throughout the year. Audit results are directly reported monthly to the Representative Director and President and the full-time Audit and Supervisory Committee Member, and are also reported regularly to the Board of Directors and the Audit and Supervisory Committee.

Composition of the Board of Directors and Advisory Committees

Composition of governance bodies as of November 17, 2024

Name	Executive Position	Board of Directors	Audit & Supervisory	Management Meeting	Nomination Advisory Committee	Compensation Review Committee	Sustainability Strategy Committee	ComplianceManagement Committee	Risk Management Committee
Yasutaka Horiuchi	President and CEO	◎		◎	◎	◎	◎
Yoko Mori	Directors	○		○			○	◎	○
Norihiro Watanabe	Directors	○		○			○	○	◎
Masaaki Takano*	Outside Directors*	○			○	○	○
Hideki Hasegawa*	Outside Directors*	○			○	○
Hideaki Tamura	Director (Full-time Audit & Supervisory Committee Member)	○	◎	○				○	○
Agasa Naito*	Outside Directors (Audit & Supervisory Committee Members)	○	○		○	○	○
Yoshikazu Muta	Outside Directors (Audit & Supervisory Committee Members)	○	○
Satsuki Miyahara*	Outside Directors (Audit & Supervisory Committee Members)	○	○		○	○
Hiroyuki Ueda	Executive Officers			○
Takashi Hasegawa	Executive Officers			○			○	○
Mitsuhiro Sato	Executive Officers			○					○
Toru Inoue	Executive Officers			○			○

(Note) ○ indicates a member ◎ indicates Chairperson or Committee Chair ※ indicates Independent Outside Director

Policy and Procedures for Nomination of Director Candidates by the Board

(Resolution Requirements for Election of Directors)
The Articles of Incorporation specify that resolutions for the election of Directors shall require the attendance of shareholders holding one-third or more of the voting rights of all shareholders entitled to vote, and a majority vote of those present. Cumulative voting is not adopted.

Independence Criteria of Outside Directors

The company shall deem an Outside Director lacking independence of the he or she falls under any of the following items.

１．As of the present day or within the past one year, any Outside Director is/was an executive director, executive officer, other similar officer or employee (hereinafter “Executive Person") of "a present customer with whom the Company and its subsidiaries (hereinafter “the Group") cannot promptly discontinue transactions” or “a present customer who cannot promptly discontinue transactions with the Group."

２．As of the present day or within the past one year, any Outside Director is/was a professional belonging to an organization that is the Group's "present fee recipient with whom the Group cannot promptly terminate the contract" or the Group's "present fee recipient who cannot promptly terminate the contract with the Group."

３．Within the past 10 years, any Outside Director is/was an Executive Person or non-executive director of the present parent company of the Company.

４．Within the past 10 years, any Outside Director is/was an Audit & Supervisory Board Member of the present parent company of the Company.

５．Within the past 10 years, any Outside Director is/was an Executive Person of the present fellow subsidiary of the Company.

６．As of the present day or within the past one year, any Outside Director receives/received from the Group cash or other properties at the amount of ¥2.4 million or more per year other than remuneration as an Outside Director.

７．A spouse or a person within the second degree of affinity of any Outside Director is/was a person who falls/fell under any of the above items 1 to 6.

８．Within the past one year, a spouse or a person within the second degree of affinity of any Outside Director was an Executive Person or a non-executive director of the Company.

９．As of the present day or within the past one year, a spouse or a person within the second degree of affinity of any Outside Director is/was an Executive Person or a non-executive director of the Company's subsidiaries.

10．Any Outside Director holds 10% or more of the voting rights of the Company (or is an Executive Person of a legal entity that holds 10% or more of the voting rights of the Company).

11．Any Outside Director is an Executive Person of a legal entity for whom an Executive Person of the Group is an Outside Director.

12．Any Outside Director receives from the Group donations that he or she cannot promptly discontinue receiving (or is an Executive Person of an organization that receives from the Group donations that it cannot promptly discontinue receiving).

13．As of the present day or within the past one year, any Outside Director is/was an Executive Person of a present "other associated companies" or the "parent company or subsidiaries of the other associated companies) of the Company.

14．The cumulative tenure as an outside director of the Company exceeds 10 years.

Reason for Appointing the Outside Director

Name	Independent Directors	Reason for Appointing the Outside Director
Masaaki Takano	○	With extensive experience in operating large-scale stores and stores targeting affluent customers, and possessing deep insight into retail trends, this director has contributed valuable input on marketing strategies, human asset development, and customer-oriented store operations in support of business expansion. We expect this individual to contribute from an independent standpoint by offering advice based on the latest trends in the retail industry, large-store operations, store staff development, regional marketing, and services for affluent customers. The director is also expected to participate objectively and neutrally in the selection of executive candidates and determination of executive compensation as a member of the Nomination Advisory Committee and the Compensation Review Committee, thereby contributing to enhancing our corporate value and sustainable growth.
Hideki Hasegawa	○	With experience leading IT development as CIO at various companies, and possessing knowledge of IT trends and IT cost optimization, this director has provided valuable opinions based on strong logical thinking on a wide range of topics, beyond IT. We expect this individual to contribute from an independent standpoint by providing advice on IT service trends, development methodologies, project management, operational costs, business development and growth. Additionally, as a member of the Nomination Advisory Committee and the Compensation Review Committee, this director will be involved in the selection of executive candidates and executive compensation decisions in an objective and neutral manner, thereby supporting the enhancement of our corporate value and sustainable growth.
Agasa Naito	○	With practical experience as a lawyer and expertise in legal affairs, this director appropriately fulfills the role of an outside director serving as an audit and supervisory committee member by offering supervisory and advisory input across management, identifying and clarifying issues even in non-legal areas. This individual supervises the proper execution of operations across the corporate group and provides advice aimed at achieving diversity that enhances corporate value from a sustainability perspective. Additionally, as a member of the Nomination Advisory Committee and the Compensation Review Committee, the director will objectively and neutrally contribute to selecting executive candidates and determining executive compensation, thereby contributing to our group’s corporate value and sustainable growth.
Yoshikazu Muta		This director has extensive knowledge of organizational management in large corporations and experience as an auditor at group companies. Based on these insights, in addition to providing appropriate auditing for the Company, the director offers supervision and advice primarily on the construction and operation of governance structures within the Group, and is expected to contribute to the enhancement of corporate value and sustainable growth as an audit and supervisory committee member.
Satsuki Miyahara	○	With many years of extensive and global practical experience as a certified public accountant, and expertise in corporate accounting, as well as experience promoting DE&I (Diversity, Equity & Inclusion) at a major international accounting firm, this director offers supervision to ensure proper execution of operations across the corporate group and provides advice aimed at achieving diversity that enhances corporate value from a sustainability perspective. As a member of the Nomination Advisory Committee and the Compensation Review Committee, the director will be involved objectively and neutrally in selecting executive candidates and determining executive compensation, thereby contributing to our group’s corporate value and sustainable growth from an independent position.

Support System for Outside Directors

In order for outside directors to effectively and accurately supervise and monitor management from an independent standpoint, we provide necessary materials and explanations as needed. Furthermore, full-time directors who are members of the audit and supervisory committee attend important internal meetings to gather sufficient information from various departments and share this with outside directors on the audit and supervisory committee as appropriate.

Evaluation of the Effectiveness of the Board of Directors

Our company has established a system for analyzing and evaluating the overall effectiveness of the Board of Directors and evaluating the Chairperson of the Board through self-assessments by each director and discussions within the Independent Outside Directors’ Meeting.
Once a year, the following evaluations are conducted for the Board of Directors:
① Evaluation of the overall Board of Directors through a written questionnaire completed by all directors
② Evaluation of internal directors and the Chairperson of the Board by outside directors
③ Self-evaluation by internal directors
Through these measures, we identify issues and work to further improve the effectiveness of the Board of Directors.