The Company aims to be a corporate entity needed by society in order to fulfill its social responsibility as a good corporate citizen, and strives to build relationships of trust with stakeholders, including shareholders, employees and business partners. The Company is a company with Nominating and other Committees based on the principle of the monitoring model, and it has increased management efficiency by clearly segregating execution and supervision. The Board of Directors collaborated with the Nominating Committee and the Remuneration Committee to strengthen the supervisory function over Executive Officers. In addition, the Company is working to enhance its corporate governance while ensuring sound, efficient and transparent management for sustainable growth and the enhancement of medium- to long-term corporate value.

The Company’s corporate governance system is as indicated in the diagram.

The Company’s Board of Directors consists of ten members (of whom six are outside members and two are female members). Alongside determining the Company’s basic management policies, the Board of Directors delegates authority to Executive Officers and supervises the execution of duties by said Executive Officers. The Company appoints independent outside members of the Board of Directors^* through comprehensive consideration of each candidate’s character, insight, past experience in important positions, legal expertise, managerial ability at other companies, practical experience, performance, personal connections in the business community and other factors. Regarding diversity, five of ten members of the Board are independent outside members of the Board of Directors, two of whom are women. Based on the opinions and advice that we received from these independent outside members of the Board of Directors, we plan to enhance the transparency and reliability of the Board of Directors and reinforce management supervisory functions while revitalizing the Board.

For details concerning the composition of the Board of Directors and the backgrounds of members of the Board of Directors, please refer to the Notice of the Sixth Annual General Meeting of Shareholders (pp. 6-21).

*Non-executive members of the Board of Directors

Candidates for member of the Board of Directors are selected by the Nominating Committee, which is comprised of a majority of independent outside members of the Board of Directors. Said candidates for members of the Board of Directors are selected in consideration of the Company’s management strategy, medium- to long-term plans and priority issues while comprehensively taking into consideration each individual’s abilities, experience, expertise and other qualities. The Company strives to optimize the Board of Directors as a whole by ensuring that each individual fulfills his/her roles and responsibilities.

For details regarding the professionalism of members of the Board of Directors and their career history as directors of other companies, please refer to the Securities Report for the Fiscal Year Ended December 31, 2022 (pp. 51-55).

A skill matrix of members of the Board of Directors is set forth.

Please refer to the Notice of the 6th Ordinary General Meeting of Shareholders (pp. 14-21) for information on the industry experience of members of the Board of Directors.

Masami Mishima has experience of Outside Director (Audit and Supervisory Committee Member) of BENEFIT JAPAN Co., LTD. Benefit Japan provides comprehensive telecommunication services by packaging SIM cards, devices, content, etc. He has in-depth knowledge that is beneficial to our company, which has the telecommunication infrastructure sector as a pillar of its earnings.

Kenjiro Maeda has experience as Senior Managing Director and General Manager of the Sales Division at Inet Support Inc. Inet Support’s main businesses are contact center operation, temporary staffing, and sales promotion, which are similar to our main businesses.

Emi Yoneda has experience as Director and Vice President of Chiyeya Co., Ltd. Chiyeya specializes in human resource development and organizational development, and Yoneda has provided very useful insight for the Company, for which human resource strategy is a key element of management strategy. Yoneda has also served as an outside director of arara inc., which provides cashless services, messaging services, data security services, and other business services closely related to ours and our client companies' businesses.

The term of members of the Board of Directors shall be until the end of the final General Meeting of Shareholders in the business year ending within one year after their appointment.

The Company receives prior approval from the Board of Directors for transactions involving conflicts of interest and competing transactions with shareholders substantially controlled by members of the Board of Directors, Executive Officers, or their close relatives, and reports on such transactions thereafter. Furthermore, these transactions are disclosed in the notice of the annual general meeting of shareholders and securities reports.

Appointment and dismissal of members of the Board of Directors are determined by resolutions adopted by the shareholders at the general meetings of shareholders.

With regard to voting rights, the principle of one share, one vote is applied.

Please refer to the following for the state of voting rights:

For other details, please refer to the Articles of Incorporation (p. 5).

For details regarding the determination of remuneration for members of the Board of Directors, please refer to the Securities Report for the Fiscal Year Ended December 31, 2022 (p. 59).

For information concerning the results of the exercise of voting rights, please refer to the Notice of Resolutions of the Sixth Annual General Meeting of Shareholders.

If a shareholder is unable to attend the general meetings of shareholders, the shareholder may exercise voting rights through a proxy. Voting rights may be exercised at the general meetings of shareholders by attending the meeting, by mailing a voting rights exercise form to the Company, or via the Internet.

For information concerning the provision of incentives and remuneration to members of the Board of Directors and Executive Officers, please refer to the Corporate Governance Report (pp. 16-17) and the Notice of the Sixth Annual General Meeting of Shareholders (pp. 44-46).

In addition to such financial indicators as sales and profit, we incorporate non-financial indicators including the environment, society, and governance into remuneration systems, creating incentives for the Company’s members of the Board of Directors, including the CEO, to enhance corporate value from a social perspective. Specifically, the degree of achievement of KPIs for job creation & human resource development (formulate and implement career development programs) and for information security (zero incidents of serious personal data loss, 100% information security education implementation rate), the percentage of women on the Board of Directors, CO₂ emissions, the percentage of women in managerial positions, and evaluations by external organizations such as FTSE, MSCI, and Sustainalytics. The performance period for variable remuneration and period for vesting of remuneration are one year. Seventy percent of the remuneration of the President and CEO is stock remuneration.

However, the Company has introduced malus and clawback provisions.

In the event that a serious violation of laws and regulations or misconduct by the subject member of the Board of Directors or Executive Officer is discovered, the Company may demand the reduction or forfeiture of the shares during the restricted transfer period and the return of the shares after the termination of the restrictions on transfer.

This system is stipulated in the restricted share allotment agreement concluded with members of the Board of Directors and Executive Officers.

We appoint independent outside members of the Board of Directors after giving comprehensive consideration to such factors as character, knowledge, history of appointment to key positions, legal specialization, management skills at other companies, practical experience, performance, and networks within business circles. In addition, our policy is to emphasize diversity, including gender, race, ethnicity, country of origin, nationality, and cultural background, in the board nomination process. Regarding gender diversity, currently 2 of the 10 members of the Board of Directors are female. Our target is to have women account for 30% of the Board by the end of March 2025.

Of the ten members of the Board of Directors, six are independent outside members of the Board of Directors and based on the opinions and advice that we received from these independent outside members of the Board of Directors, we plan to enhance the transparency and reliability of the Board of Directors and reinforce management supervisory functions while revitalizing the Board.

We believe that supporting diversity and inclusion will lead to the enhancement of our corporate value and that achieving diversity among decision makers is crucial for this purpose. Regarding gender diversity, our goal is to raise the ratio of women in the top of executive departments to 20% by the end of December 2025; as of December 31, 2022, the ratio is 16.7%.

The Board of Directors met 14 times in 2022.

Information concerning the composition of the Board of Directors,^* Board meetings and attendance at meetings is indicated in the table. In principle, members of the Board of Directors are required to have an attendance ratio of more than 75% at the Board of Directors meetings.

*The composition and position of members of the Board of Directors are as of 2022.

Name	Position within the Company & Area of Responsibility	Attendance at Board of Directors Meetings
Yuki Kobayashi	Member of the Board of Directors President and CEO, Representative Executive Officer Nominating Committee Member	14/14 (100％)
Daisuke Uehara	Member of the Board of Directors Executive Officer and COO	14/14 (100％)
Motoyoshi Doi	Member of the Board of Directors Executive Officer and CFO Head of Corporate Strategy Division	14/14 (100％)
Atsuho Ikeda	Member of the Board of Directors	14/14 (100％)
Kensaku Mizutani	Outside Member of the Board of Directors	14/14 (100％)
Masami Mishima	Outside Member of the Board of Directors Nominating Committee Member Remuneration Committee Member	14/14 (100％)
Toshio Miyake	Outside Member of the Board of Directors Audit Committee Member (full-time)	14/14 (100％)
Kenjiro Maeda	Outside Member of the Board of Directors Remuneration Committee Member	14/14 (100％)
Yuka Matsubara	Outside Member of the Board of Directors Nominating Committee Member Audit Committee Member	10/10 (100％)
Emi Yoneda	Outside Member of the Board of Directors Audit Committee Member Remuneration Committee Member	10/10 (100％)

The Company conducts a questionnaire once a year to all members of the Board of Directors and implement a self-evaluation by them in order to improve the effectiveness of the Board. In addition, by means of individual interviews with each member of the Board of Directors, we identify matters requiring improvement and other issues, which are analyzed and evaluated in the Board. With regard to evaluation of the Board of Directors, the results show that the Board of Directors is fulfilling its roles and responsibilities, etc., indicating that it is generally functioning properly and that its effectiveness has been ensured.

For the summary of the results of the FY2022 evaluation, please refer to Evaluation of the Effectiveness of the Board of Directors.

The Company’s Nominating Committee consists of three members of the Board of Directors (of whom two are outside members). By having outside members of the Board of Directors comprise the majority, the Company has established a structure that ensures the appropriateness of nominations. The matters discussed at Nominating Committee meetings concern decisions on the details of proposals for the selection and dismissal of members of the Board of Directors submitted to the general meetings of shareholders. Further, a full-time executive office has been established to ensure prompt and appropriate committee operations.

The composition of the Nominating Committee's members,^* meetings held and attendance at meetings is indicated in the table.

1. *The composition and position of members of Nominating Committee are as of 2022.

Name	Position within the Company & Area of Responsibility	Attendance at Nominating Committee Meetings
Yuki Kobayashi	Member of the Board of Directors President and CEO, Representative Executive Officer Nominating Committee Member	3/3 (100％)
Masami Mishima	Outside Member of the Board of Directors Nominating Committee Member Remuneration Committee Member	3/3 (100％)
Yuka Matsubara	Outside Member of the Board of Directors Nominating Committee Member Audit Committee Member	3/3 (100％)

The Company’s Audit Committee consists of three independent outside members of the Board of Directors. The Company has appointed members with different areas of expertise as it believes this composition will enable the committee to perform audits from a variety of perspectives. The matters discussed at Audit Committee meetings concern the audit and supervision of the execution of duties by members of the Board of Directors and Executive Officers, and decisions on the details of proposals for the appointment and dismissal of the Financial Auditor submitted to the general meetings of shareholders. Further, the Internal Audit Office serves as the executive office supporting the Audit Committee and ensures prompt and appropriate committee operations.

For the status of the audit, please refer to the Securities Report for the Fiscal Year Ended December 31, 2022 (p. 57).

The composition of the Audit Committee's members,^* meetings held and attendance at meetings is indicated in the table.

1. *The composition and position of members of Audit Committee are as of 2022.

Name	Position within the Company & Area of Responsibility	Attendance at Audit Committee Meetings
Toshio Miyake	Outside Member of the Board of Directors Audit Committee Member (full-time)	10/10 (100％)
Yuka Matsubara	Outside Member of the Board of Directors Nominating Committee Member Audit Committee Member	10/10 (100％)
Emi Yoneda	Outside Member of the Board of Directors Audit Committee Member Remuneration Committee Member	10/10 (100％)

The Company’s Remuneration Committee consists of three independent outside members of the Board of Directors, establishing a structure that evaluates business execution in an equitable manner and ensures the appropriateness of remuneration. The matters discussed at Remuneration Committee meetings concern decisions on the basic policy for remuneration, etc. for members of the Board of Directors and Executive Officers, as well as decisions on individual remuneration amounts and the specific calculation methods thereof. Further, a full-time executive office has been established to ensure prompt and appropriate committee operations.

For information on executive remuneration amounts and the methods of setting those amounts, please refer to the Securities Report for the Fiscal Year Ended December 31, 2022 (p. 59).

The composition of the Remuneration Committee's members,^* meetings held and attendance at meetings is indicated in the table.

1. *The composition and position of members of Remuneration Committee are as of 2022.

Name	Position within the Company & Area of Responsibility	Attendance at Remuneration Committee Meetings
Masami Mishima	Outside Member of the Board of Directors Nominating Committee Member Remuneration Committee Member	5/5 (100％)
Kenjiro Maeda	Outside Member of the Board of Directors Remuneration Committee Member	5/5 (100％)
Emi Yoneda	Outside Member of the Board of Directors Audit Committee Member Remuneration Committee Member	5/5 (100％)

Executive Officers are responsible for making decisions regarding business execution and executing said decisions in accordance with the basic policies established by the Board of Directors.

*The Company has transitioned from being a company with Audit & Supervisory Board to a company with Nominating and other Committees effective as of the conclusion of the 5th Annual General Meeting of Shareholders held on March 25, 2022. Since DmMiX was a company with Audit & Supervisory Board in 2021, we carry the following report on conditions in 2021.

For information on the composition of the Audit & Supervisory Board members, meetings, attendance at meetings, and so on, please refer to the Securities Report for the Fiscal Year Ended December 31, 2021 (p. 58).

Our policy for determining the audit fees paid to certified public accountants and so on is to obtain quotations in advance, comprehensively considered the number of audit days, order details, scale of the Company, and other factors, and determine the fees after obtaining consent from the Audit & Supervisory Board.

For information concerning disclosure of the fees paid to the audit firm, please refer to the Securities Report for the Fiscal Year Ended December 31, 2021 (p. 59).

Also, with regard to the number of days from the notice of the annual general meetings of shareholders to the meeting date, please refer to the Notice of the Sixth Annual General Meeting of Shareholders (p. 1).

*The Company has transitioned from being a company with Audit & Supervisory Board to a company with Nominating and other Committees effective as of the conclusion of the 5th Annual General Meeting of Shareholders held on March 25, 2022. Since DmMiX voluntarily established a Nomination and Remuneration Committee in 2021, we carry the following report on conditions in 2021.

The Nomination and Remuneration Committee consisted of three members: Masami Mishima (Independent outside member of the Board of Directors), Tetsuichi Taniguchi (Independent outside member of the Board of Directors), and Yuki Kobayashi (President and CEO, Representative Member of the Board of Directors). Therefore, independent outside members of the Board of Directors accounted for a majority. Mishima was selected by the members to serve as chair of the committee.

The Nomination and Remuneration Committee met three times in 2021, and each meeting was attended by all three members. The remuneration of individual members of the Audit & Supervisory Board is stipulated through discussions among the members of that board. The main duties of the Nomination and Remuneration Committee are as follows:

Nomination:
・Policy for selecting member of the Board of Directors candidates
・Criteria for selecting member of the Board of Directors candidates
・Suitability of the reappointment of incumbent member of the Board of Directors candidates
・Competence of new member of the Board of Directors candidates
・Selection of titled member of the Board of Directors candidates, etc.

Remuneration:
・Policy for the remuneration of members of the Board of Directors, etc.,
  Appropriate setting of fixed remuneration, performance-linked remuneration (state of achievement of performance indicator targets), noncash remuneration (stock remuneration)
・Criteria for the remuneration of members of the Board of Directors,
  Assessment criteria, ESG indicators (increases in ratios of female members of the Board of Directors and female managers, etc.), calculation standards
・Reporting of remuneration of individual members of the Board of Directors, etc.

The Company has transitioned from being a company with Audit & Supervisory Board to a company with Nominating and other Committees effective as of the conclusion of the 5th Annual General Meeting of Shareholders held on March 25, 2022.

For information on executive remuneration amounts and the methods of setting those amounts in 2021, please refer to the Securities Report for the Fiscal Year Ended December 31, 2020 (p. 58).

The composition of the Risk and Compliance Committee's members,^* meetings held and attendance at meetings is indicated in the table.

1. *The composition and position of members of Risk and Compliance Committee are as of 2022.

Name	Position within the Company & Area of Responsibility	Attendance at Risk and Compliance Committee Meetings
Yuki Kobayashi	Member of the Board of Directors President and CEO, Representative Executive Officer Nominating Committee Member	12/12 (100%)
Motoyoshi Doi	Member of the Board of Directors Executive Officer and CFO Head of Corporate Strategy Division	12/12 (100%)
Toshio Miyake	Outside Member of the Board of Directors Committee Member (full-time)	12/12 (100%)
Yoshiaki Tanaka	Executive Officer Head of HR	12/12 (100%)

The composition of the Sustainability Committee's members,^* meetings held and attendance at meetings is indicated in the table.

1. *The composition and position of members of Sustainability Committee are as of 2022.

Name	Position within the Company & Area of Responsibility	Attendance at Sustainability Committee Meetings
Yuki Kobayashi	Member of the Board of Directors President and CEO, Representative Executive Officer Nominating Committee Member	4/4 (100%)
Motoyoshi Doi	Member of the Board of Directors Executive Officer and CFO Head of Corporate Strategy Division	4/4 (100%)
Emi Yoneda	Outside Member of the Board of Directors Audit Committee Member Remuneration Committee Member	4/4 (100%)

We see contributing to society and continuously enhancing corporate value as top-priority management issues, and we strive to be a corporate group that is trusted by all stakeholders. To this end, we work to achieve management efficiency and believe that increasing management soundness, transparency, and compliance will lead to long-term increases in corporate value and maintain stakeholder confidence.

We have positioned the creation, implementation, and functioning of fair management systems for increasing the soundness and transparency of management as well as prompt decision-making and appropriate business execution as key management issues and are working to enhance corporate governance.

For further details, please refer to the Corporate Governance Report.

In our management philosophy, we members of the Direct Marketing MiX Group commit ourselves to contributing to the realization of a more affluent society by utilizing the power of people to the full while endeavoring to boost efficiency through technology. By practicing this management philosophy, we aim to be an enterprise that continues to deliver the highest degree of exhilaration to all people concerned.

As our basic policy based on this management philosophy, to constantly pursue the best possible results and become a peerless partner, we have formulated the DmMiX Group Code of Conduct so that every one of us is deeply aware of the Group’s social responsibility, abides by laws, regulations, in-house rules, and so on in the daily execution of our work, and behaves in accordance with social morals.

Firmly understanding that compliance violations lead to a loss of society’s trust in our Group, as well as compensation for damages and a loss of business, we will practice the DmMiX Group Code of Conduct in our daily work as the ideal approach that all executives and employees of the DmMiX Group should follow.

Standing at the helm of all executives and employees of DmMiX, I declare that by faithfully tackling management that places top priority on compliance through conduct based on a definite moral view, we will be an enterprise that gains the genuine trust of society.

We see compliance as a broad concept that encompasses observation of laws and regulations as well as engaging in good faith and proper conduct that incorporates social norms and ethics. We believe that a lack of awareness regarding compliance on the part of an individual employee poses significant risks to the existence of the company. For this reason, we continuously undertake companywide measures by appropriately identifying risks that may have an impact on the Company’s business including compliance violations and take effective countermeasures. For details, please refer to the Securities Report for the Fiscal Year Ended December 31, 2022 (p. 49).

Raising understanding and awareness by each employee is essential for thorough compliance, including observance of the Code of Conduct. The Company conducts compliance training for all employees at the time of hiring and asks employees to sign a declaration of their understanding of the code. In addition, based on the Code of Conduct, Risk Management Regulations, and Internal Audit Regulations, the Internal Audit Office regularly conducts e-learning, tests, and other programs for all employees (including full-time, part-time and contract employees) on such topics as compliance and insider trading regulations, thereby raising the awareness of employees. Going forward, we will strive to entrench the observance of our Code of Conduct and compliance in general. Compliance, including the Code of Conduct, is directly reflected in employee evaluations and compensation.

The Company established a policy on the prevention of corruption including bribery, insider trading, and misappropriation of company assets within its Code of Conduct and posted the Code in Japanese and English on the company intranet to thoroughly inform all employees.

In addition, we established and operate an internal whistleblowing system to quickly identify circumstances that are or may be corrupt conduct, prevent compliance violations, and quickly rectify any violations that occur. In cases where consultations or reports are made, information is provided to the Risk Compliance Committee, which takes appropriate action. The internal whistleblowing system protects anonymity and confidentiality, and individuals who make reports are not subject to any retaliation.

We also conduct training for all employees that includes content on Anti-Bribery and Anti-Corruption Policy. Through this training, we strive to strengthen understanding of the details of internal regulations on anticorruption, including bribery and other forms of corruptions, transactions that may be suspected of corruption, and consultation and reporting methods so that we can prevent corruption from occurring.

The Company established the Internal Audit Office under the direct authority of the President and CEO, Representative Executive Officer as a specialized internal audit organization. The internal audit manager of the Internal Audit Office formulates an annual audit plan in accordance with the Internal Audit Regulations, conduct audits of all divisions and subsidiaries annually regarding the appropriateness of the execution of business and the status of compliance, and report the audit results to the President and CEO, Representative Executive Officer. The President directs audited divisions to make improvements based on the audit results, and by monitoring the status of improvement through the Internal Audit Office, ensures the effectiveness of audits.

The Company rigorously complies with laws and regulations by establishing and appropriately implementing internal rules in accordance with the Code of Conduct and strives to foster high level of awareness of ethics through internal training and education. With regard to tax matters, the Company complies with tax laws and properly pays taxes by performing tax procedures in accordance with internal rules.

The Company complies with the letter and spirit of the tax laws of countries around the world and international rules and properly pays taxes in all countries where it conducts business activities.

The Company provides information to tax authorities in a timely and appropriate manner, works to build trusting relationships through good faith and cooperative responses, and avoids a lack of transparency in tax matters.

The Company utilizes preferential tax treatment programs and so on to the extent that they are aligned with the Company’s business objectives and strives to enhance corporate value by achieving optimal tax burdens. In addition, the Company does not use business entities with no business purpose or form, transfer profits to low-tax countries, or engage in tax planning or use tax havens with the intention of tax avoidance.

Regarding transactions with overseas parties, we operate appropriately in accordance with the arm’s-length principle so that profits are distributed properly among countries and regions.

The Board of Directors approves all tax policies, and Executive Officer and CFO has overall responsibility for tax matters within the Group. Under the supervision of the CFO, departments involved in tax-related matters make reports and perform management relating to taxes.

The Company strives to prevent insider trading in order to ensure the fairness and soundness of stock markets and gain the trust of stakeholders. We adopted Insider Trading Management Rules that expressly prohibit securities trading using non-public information obtained in the course of work, require submission of a trading application when trading the Company’s shares, and impose other requirements. We also conduct e-learning on insider trading rules once a year for all employees.

The Company takes a firm stance against anti-social forces that threaten social order and the safety of civil society, and it shall not have any association with such groups or individuals. In the event that such groups or individuals come into contact with the Company, the Company will immediately respond in a systematic manner and firmly reject any unreasonable or illegal demands in cooperation with the police and related organizations. In addition, in preparation for unforeseen circumstances, the Company acquires information and pays attention to trends related to anti-social forces, and in the unlikely event that it has some form of association with anti-social forces unbeknownst to it, the Company will cooperate with the police and other relevant institutions to promptly terminate the relationship.

As society and business environments change, the risks that companies face are becoming increasingly complex and varied. We believe that properly identifying risks and effects that could have a material adverse impact on the Company’s business activities and responding in an appropriate and timely manner are critical for achieving sustainable growth as a business enterprise.

We have identified strategic risk, financial risk, compliance risk, operational risk, hazard risk, information security risk, and service provision risk as key risk areas. For each risk, we have defined more detailed risks, identified the frequency of occurrence for each of them, designated the responsible department, and taken mitigation measures.

Risk Examples:

Area	Occurrence frequency	Impact	Mitigating Actions
[Strategic risk] Significant fluctuations in telemarketing market conditions	Low	High	Quarterly review by the Group Management Conference
[Hazard Risk] Infection of employees due to outbreaks of new infectious diseases, etc.	Low	Medium	Distribute masks, recommend alcohol disinfection, and install air purifiers

We screen suppliers for transactions, examining the reasons for and details of the transaction, the reliability of the supplier company, and the estimated cost. This screening plays an important role in the Company's risk management.

We have added negative screening items from ESG aspects in our supplier screening since November 2021. We check for problems from an ESG perspectives, including environmental perspectives such as soil and water contamination and pollution, social perspectives such as occupational health and safety (e.g., occurrence of occupational accidents), harms to health caused by products, forced repatriation of foreign workers, encouragement and coercion of illegal employment, nonpayment of wages and overtime, and governance perspectives such as anti-corruption (e.g., collusion with public officials). The results of the screening are used to determine whether any ESG risks have been expressed.

In particular, as human resources are the capital of our business, we recognize that social issues related to human resources are sector- and commodity-specific risks and take them into deep consideration.

We also screen risks related to the political, social, economic, environmental, and regulatory situations specific to Japan in light of the latest information available, even though the Company only do business in Japan.

If ESG risks are identified as a result of the screening, we make a comprehensive judgment based on a combination of other checkpoints, including business relevance, before making a decision on whether or not to conduct business with the supplier.

Matters related to Members of the Board of Directors and/or employees to support duties of the Audit Committee

Matters related to independence of Members of the Board of Directors and/or employees in the preceding item from Executive Officers and matters related to ensuring effectiveness of Audit Committee instructions to Members of the Board of Directors and/or employees in the preceding item

System for Members of the Board of Directors (excluding those who serve on the Audit Committee), Executive Officers and employees to report to the Audit Committee, and system for members of the Board of Directors, Audit & Supervisory Board Members and employees of subsidiaries, or persons who have received a report from them, to report to the Audit Committee

System to ensure that persons who have made a report from the preceding paragraph are not subject to disadvantageous treatment for making said report

Matters related to procedures for prepayment or reimbursement of expenses incurred arising from execution of duties by Audit Committee members (limited to those related to the execution of Audit Committee duties) and policy regarding the processing of expenses or debts arising from other such execution of duties

Other systems to ensure audits by the Audit Committee are conducted effectively

System to ensure that Executive Officers and employees comply with the law, regulations and Articles of Incorporation in the execution of their duties, and system to ensure appropriate operations in the corporate group made up of the Company and its subsidiaries

System for the storage and management of information related to the execution of duties by Executive Officers

Regulations and other systems related to managing risk of loss

System to ensure efficient execution of duties by Executive Officers

For details, please refer to the Corporate Governance Report (p. 22).

President and CEO, Representative Executive Officer Yuki Kobayashi and Executive Officer and CFO Motoyoshi Doi are responsible for the establishment and operation of internal controls relating to financial reporting by the Company and its consolidated subsidiaries. We establish and operate internal controls over financial reporting in accordance with the basic framework for internal controls set forth in the “Revisions of Standards for Evaluation and Audit of Internal Controls Regarding Financial Reporting and Practice Standards for Evaluation and Audit of Internal Controls regarding Financial Reporting (Opinion)” released by the Business Accounting Council.

Internal controls are intended to achieve their objectives to a reasonable degree by organically linking the basic elements of internal controls and functioning in an integrated manner. Accordingly, internal controls regarding financial reporting may not completely prevent or detect misstatements in financial reports.

For information concerning our approach to information security, please refer to the Code of Conduct, section 5: Thorough Information Security.

Much of the information on the possession of the Company’s subsidiaries is important information such as the personal information of customers. We believe that protecting this key information from various risks, such as alteration and leaks, is crucial for gaining the trust of stakeholders and developing business.

The Company established the Compliance Department to prevent security incidents^* before they occur, detect incidents that do occur as early as possible, quickly bring the situation under control, and minimize any damage.

1. *Events that pose a security threat such as infection by malware, unauthorized access, and leaks of confidential information

Accounts used by employees are managed with a user management system that is linked to personnel information, and use of company systems and access to the company intranet by persons without access rights are restricted. In addition, security cards are used to manage access at all sites and information management is reinforced by restricting access, installing security cameras, and taking other measures. We also perform appropriate access control and management of information assets including personal information and confidential data through means such as data encryption, identity verification, device control, and log acquisition and take countermeasures against the risks of information leaks. These measures are implemented by the Information Systems Department under the management of the Information Management Committee.

The escalation process when an employee notices something suspicious relating to information security includes an emergency contact network dedicated to information security with the participation of all employees on the supervisor level and above and a whistle-blowing system. For details on the whistle-blowing system, please see Establishment of Consultation and Reporting Desks.

There were zero information security/cybersecurity breaches in 2022.

To minimize the damage in the event that a security incident occurs, we have established response procedures for the entire Group including subsidiaries. If an incident occurs, employees can access the emergency contact network using a chat function, and the Information Systems Department rapidly implements responses from confirmation of the situation to recovery. Following recovery, the Information Management Committee and Information Systems Department work together to investigate and confirm the cause of the incident and examine countermeasures to prevent reoccurrence.

Leveraging our accumulated sales and marketing strengths, as a DX Enabler, we are promoting the digitalization of conventional face-to-face services and social implementation of new digital services.

Examples: Online helpers for mobile phone shops

　　　　　 Social implementation of food delivery services

　　　　　 Online medical receptionist services, etc.

We are improving business productivity and efficiency by utilizing RPA, AI, and BI tools in some processes within our own marketing and BPO.

Examples: Enhancement of sales performance using AI

　　　　　 Visualization of operating results at sales sites using BI tools

　　　　　 Automation of business operation using RPA

　　　　　 Construction of IPPBX using an in-house private cloud

To promote even greater use of DX, we are working to improve use environments including optimization of facilities such as our own offices and establishment of work from home systems.

Examples: Optimization of facilities such as offices and centers

　　　　　 Establishment of telework systems using IT

　　　　　 Shifting CTI systems to the cloud and using digital technologies in call center operations

　　　　　 Introduction of solutions using data

The Corporate Strategy Division and Administration Division are formulating strategies and policies for promoting DX within the Company. In promoting specific initiatives, the System Department is positioned as the operation and management division, which works to resolve DX issues through discussions with related divisions, and ultimately expands to the entire group, including subsidiaries, to promote DX in cooperation throughout the company.