Standards for independence of outside officers

1. The Company's Board of Directors has established standards regarding the independence of outside officers for the purpose of certifying as independent officers among the Company's Outside Director (hereinafter referred to as "outside officers") who are not likely to have a conflict of interest with the Company's general shareholders. shall be determined. The Company's Board of Directors will not certify an outside officer who falls under any of the following as an independent officer.

Business executive (Note 1) of the Company and its affiliated companies (hereinafter collectively referred to as the “Company Group”)
A person whose main business partner is the Group (Note 2) or an executive thereof
Our group's major business partners (Note 3) or their business executives
A business executive of the Company's major shareholder (Note 4) or its important subsidiary (Note 5)
Persons who receive large amounts of donations from our group (Note 6) or their business executives
Consultants, accounting experts, or legal experts (Note 7) who receive large amounts of money or other assets other than executive remuneration from the Group (if the person receiving the assets is a corporation, association, or other organization) , refers to a person who belongs to the organization.)
An employee, partner, or employee of a certified Accounting Auditors
A law firm, auditing firm, tax accountant firm, consulting firm, or other professional advisory firm that does not fall under (6) or (7) above, and whose main client is the Group (Note 8). Persons who are employees, partners, associates or employees
If a business executive of our group is appointed as an outside officer at another company, the business executive of that other company.
An executive officer of a company in which the Company is currently a major shareholder
During the 10 years prior to his/her appointment (however, in the case of a person who has served as a non-executive Director or auditor of the Company at any time within the 10 years prior to his/her appointment, the appointment of those positions Persons who fell under (1) above (during the previous 10 years)
A person who fell under (2) or (3) above in any of the last three business years.
A person who has fallen under (4) to (8) above in the past three years (however, regarding (7), a person who was actually in charge of the audit work (excluding auxiliary involvement) of the Group (currently (Including those who have retired or left the facility.)
Close relatives of the persons listed below (Note 9)
a. Important business executive of our group (Note 10)
b. Persons who have fallen under a above in the past five years
c. Persons listed in (2) to (10) above (however, in terms of "executives" in (2) to (5), (9), and (10), important business executives, "Persons who belong to an organization" include important business executives and, if the organization is an auditing corporation or law firm, a person with professional qualifications; (7) "Members, partners, or employees of an auditing corporation" (Limited to important business executives and those with professional qualifications such as certified public accountants.)
d. Persons who have fallen under c above in the last three years

2. In addition to the requirements set forth in 1 above, an outside officer who is reasonably determined by the Company's Board of Directors to have circumstances that prevent him from fulfilling his duties as an independent outside officer shall not be certified as an independent officer.

3． Independent officers shall strive to maintain the independence stipulated in these standards until their retirement, and in the event that they no longer have the independence stipulated in these standards, they shall immediately notify the Company.

Four. Board of Directors of the Company may amend or abolish these standards.

1. “Executive Person” means an executive Director, Operating Officers, or employee.
2. “A person whose main business partner is our group” refers to a person who falls under any of the following.
① A business partner group that provides products or services to our group (a party that belongs to a consolidated group to which a direct business partner belongs; the same shall apply hereinafter) and that has had such transactions with our group in the immediately preceding business year. A person whose business partner group's transaction amount is 2% or more of the consolidated sales or total revenue of the business partner group.
② A business partner group to which our group is indebted, and whose total debt to that business partner group as of the end of the immediately preceding fiscal year is 2% or more of the consolidated total assets of the business partner group.
3. “Major business partners of our group” refers to any of the following:
① A business partner group to which our group provides products or services, and for whom our group's transaction amount with said business partner group in the immediately preceding fiscal year is 2% or more of our group's consolidated sales.
② A business partner group that owes a debt to our group, and whose total debt to our group as of the end of the immediately preceding fiscal year is 2% or more of our group's consolidated total assets.
③The financial institution group from which the Group borrows money (meaning an entity belonging to a consolidated group to which the direct borrower belongs), and the total amount of borrowings by the Group from the financial institution group as of the end of the immediately preceding fiscal year. 2% or more of the consolidated total assets of our group
Four. "Major shareholder" refers to a person who directly or indirectly holds voting rights of 10% or more of the total voting rights.
Five. "Important subsidiaries" refers to items such as "Status of important parent companies and subsidiaries" (Article 120, Paragraph 1, Item 7 of the Ordinance for Enforcement of the Companies Act) in the company's business report for the most recent fiscal year, or other relevant items. Refers to a subsidiary that is listed as a significant subsidiary in materials published by the company to the public.
6. "A person who has received a large amount of donations from our group" means a donation from our group that exceeds the greater of 10 million yen per year or 30% of the organization's average annual total expenses over the past three fiscal years. refers to a person receiving
7. ``Consultants, accounting experts, or legal experts who receive large sums of money or other assets from the Group in addition to executive remuneration'' are defined as ``consultants, accounting experts, or legal experts who receive a large amount of money or other assets from the Group in addition to executive remuneration'' on average over the past three years, exceeding 10 million yen per year in addition to executive remuneration. A person who has a financial interest in a person's property.
8. "Farm whose main business partner is the Company Group" refers to a farm that has received payments from the Company Group of 2% or more of the consolidated gross sales of the farm on average over the past three fiscal years.
9. "Relatives" means spouses, relatives within the second degree of kinship, or relatives living together.
Ten. "Important business executive" refers to a business executive who executes important business, such as a business executive Director, Operating Officers, or general manager class.

that's all

Established on November 9, 2015
February 14, 2022 Partial revision