当社における役員の報酬等の額またはその算定方法の決定に関する方針は次のとおりです。

The timing of giving compensation will be as follows.

• Monthly compensation (fixed compensation): Every month from July onwards
• Bonus (performance-based compensation): July
• restricted stock compensation (non-monetary compensation): July (annual amount granted in one lump sum)
• Performance-linked stock compensation (non-monetary compensation): July of the year following the final performance year of the Medium-term management plan (granted in one lump sum for the period of the Medium-term management plan)

• 委任を受ける者の氏名又は地位
  槶原敬士　代表取締役　取締役社長
• Contents of authority to be delegated
  Amounts of monthly compensation (fixed compensation), bonuses (performance-based compensation), restricted stock compensation (non-monetary compensation), and performance-linked stock compensation (non-monetary compensation) for each director (excluding directors who are audit and supervisory committee members)
• If measures are taken to ensure that the delegate exercises his/her authority appropriately, the details of such measures
  Nomination and Compensation Committee deliberates on the level of monthly compensation (fixed compensation), bonuses (performance-based compensation remuneration), restricted stock compensation remuneration (non-monetary compensation remuneration), and performance-linked stock compensation (non-monetary compensation) for each director (excluding directors who are Audit and Supervisory Committee members), and those delegated the decision are to determine the specific payment amounts based on the results of deliberations by the committee.
• Reasons to Delegate
  The evaluation of the work of directors (excluding directors who are Audit and Supervisory Committee members) should be carried out by the Representative Director, who is in a position to grasp in detail and from a bird's-eye view the content of the work each director is responsible for and the specific efforts each director is making in relation to those work. Therefore, the above authority has been delegated to the Representative Director.
• The reason why Board of Director Meeting determined that the details of compensation for each individual Director are in line with the decision-making policy
  When determining compensation of individual directors (excluding directors who are Audit and Supervisory Committee members), Nomination and Compensation Committee deliberates on the remuneration, including whether it is consistent with the above-mentioned policy. The details of compensation of individual directors (excluding directors who are Audit and Supervisory Committee members) are determined based on the results of these deliberations, and we believe that the details of such decisions are in line with the above-mentioned policy.

• Monthly compensation (fixed compensation)
  It is determined as follows: supervisory compensation (a flat, same amount), advisory compensation (applicable to outside directors, a flat, same amount), representative compensation (applicable to representative directors, a flat, same amount), and executive compensation (not applicable to outside directors, a flat, same amount by position).
• Bonus (performance-based compensation)
  Decisions will be made based on the performance evaluation of the department in charge. Please note that no compensation will be paid to Outside Directorrs.
• Restricted stock compensation (non-monetary compensation)
  Determined by supervisory compensation (uniformly the same amount) and executive compensation (uniformly the same amount depending on position). Please note that this allowance is not paid to Outside Directors.
• Performance-linked stock compensation (non-monetary compensation)
  The standard number of shares to be delivered will be determined according to the status of the performance evaluation period, and the Company's shares will be paid based on the period of office and the degree of achievement of performance targets. Please note that this allowance is not paid toOutside Directors.

Our company conducts corporate activities in compliance with laws, regulations and social norms based on the "Corporate principles", "Management philosophy," "Action guidelines," and "Code of conduct."

代表取締役は、取締役会の決議、定款の定めに基づく取締役会からの重要な業務執行の決定に関する委任並びに稟議規程および業務分掌規程等の社内規則に基づき業務執行に関する意思決定を行うとともに、他の業務執行取締役とともに、業務を執行するものとします。そして、利害関係を有しない社外取締役を含む取締役会がこれを監督し、監査等委員会が適正性を監査するものとします。

取締役の人事および報酬に関する客観性および妥当性をより一層高めるべく、取締役会は、あらかじめ、社外取締役のみで構成する「指名・報酬委員会」に、当該人事および報酬に関する事項について諮問し、同委員会の答申に基づきこれらを決定することとします。

また、当社は、企業の社会的責任（ＣＳＲ）に関する経営方針、課題や指標の検討並びにそれら課題等の達成状況のモニタリングを行うこと等を目的として「全社サステナビリティ会議」を設置します。

In addition, we have set up an internal reporting hotline (corporate ethics helpline) to ensure early detection of problematic events and the elimination of compliance risks through self-correction.

The Company records information related to the execution of duties by directors in documents or electromagnetic media based on internal rules such as Board of Directors rules and approval rules, and retains the information for the period specified in the document handling rules.

The Company will develop internal rules and manuals, etc., with the departments in charge taking the lead in managing risks related to compliance, export control, information management, quality control, environmental management, and disasters, etc., and will provide education to employees, as well as provide timely information regarding thorough compliance with laws and regulations, in order to ensure their thorough implementation.

In addition, with regard to risks related to business execution, regulations stipulating risk management will be established, and each division will independently establish a risk management system that suits the characteristics of the business. On the other hand, at Head Office, each division We will establish a risk management system by monitoring the status of risk management and implementing company-wide risk countermeasures such as disaster risk and financial risk.

The Company will delegate authority over the operation of individual businesses to executive officers, strengthening management functions by accelerating decision-making and clarifying responsibilities. The Company will also strive to strengthen corporate governance and improve operational efficiency through decision-making and oversight by directors regarding the evaluation of individual businesses and the allocation of management resources.

In addition, we will formulate annual and medium-term management plans that clarify the division of duties, authority, and responsibilities of the organizational and other business execution structures, and will review and revise these plans regularly.

In addition to the "Action guidelines" and "Code of conduct" that serve as guidelines for employees to act in accordance with laws and regulations, social norms, and social decency, the Company has established "ShinMaywa Corporate Ethics Day" and "Corporate Ethics Month" to promote the spread of awareness regarding compliance and the establishment of various systems.

Furthermore, the execution of duties by employees shall be carried out in accordance with laws and regulations, the Articles of Incorporation, the approval regulations, the division of duties and other internal rules. To verify this, the Internal Audit Department shall conduct internal audits, aiming to detect and eliminate compliance risks at an early stage, and shall endeavor to grasp a wide range of problematic events by utilizing the internal reporting system, etc.

We share our "Corporate principles Credo," "Management philosophy," "Action guidelines," and "Code of conduct" with each of our group companies, and conduct our corporate activities in compliance with laws, regulations, and social norms.

In addition, based on the regulations stipulating the management of group companies, we may request reports from officers, employees, etc. (hereinafter referred to as "officers and employees") of each company in our group, as necessary, or communicate with the department in charge of our company. In addition, by dispatching our officers and employees as directors, Audit & Supervisory Board Member, etc. of each company in our group, we will strive to understand the status of business execution at each company in our group, and we will also strive to understand the status of business execution at each company in our group. We will promote reporting and discussions with the government.

In addition, we carry out internal audits led by the audit department, aiming to discover and eliminate compliance risks at an early stage, and broadly grasp problematic events by utilizing the whistle-blowing hotline that can be used by each company in our group.

If the Audit and Supervisory Committee requests that employees be appointed to assist in its duties, the Company will establish an organization to assist the Audit and Supervisory Committee in its duties, assign such assistant employees, and provide support from relevant departments as necessary.

When an assistant employee is appointed to the Audit and Supervisory Committee, the opinions of the Audit and Supervisory Committee will be heard and respected regarding the transfer and evaluation of such employee.

Our audit department will conduct internal audits in cooperation with the Audit and Supervisory Committee. The Audit and Supervisory Committee may issue necessary instructions regarding internal audits to the audit department, and if instructions different from those of the Audit and Supervisory Committee are issued by the Representative Director, the instructions of the Audit and Supervisory Committee will prevail.

Directors who are Audit and Supervisory Committee members (hereinafter referred to as "Audit and Executive Committee Committee members") will receive reports from Board of Director Meeting or employees on the status of business execution and other important matters at the Board of Directors meetings, management meetings, and other important internal meetings they attend. In addition, upon request from the Audit and Supervisory Committee, they will receive reports on matters necessary for the Audit and Supervisory Committee to perform its duties. Furthermore, we strive to ensure that Audit and Supervisory Committee members have opportunities to regularly exchange opinions with the Representative Director and Outside Directors who are not Audit and Supervisory Committee members. We also strive to ensure that Audit and Supervisory Committee members have opportunities to exchange opinions and share information with officers and employees of the Company and each Group company. The audit department will report to the Audit and Supervisory Committee on the status and results of internal audits of the Company and each Group company. Furthermore, the Company will not treat officers or employees who report or make internal reports to the Audit and Supervisory Committee or whistle-blowing system regarding the performance of their duties in a detrimental manner.

If an Audit and Supervisory Committee Member requests advance payment or reimbursement of expenses incurred in the performance of their duties, the Company will comply with such request, except when it is deemed not necessary for the performance of the Audit and Supervisory Committee's duties.

In response to requests from the Audit and Supervisory Committee, the Company will disclose important documents such as approval documents, and will investigate, report and explain the duties of directors and employees. In addition, the Company will provide opportunities for the exchange of opinions with the accounting auditor.

The Articles of Incorporation stipulate that resolutions for the appointment of Directors shall be made by a majority vote in the presence of shareholders holding at least one-third of the voting rights of shareholders who can exercise their voting rights. Additionally, the articles of incorporation stipulate that resolutions for the election of directors shall not be based on cumulative voting.

In order to enable the execution of flexible capital policies in response to changes in the business envrionment, the Company acquires its own shares through market transactions, etc. by resolution of the Board of Directors pursuant to the provisions of Article 165, Paragraph 2 of the Companies Act. The articles of incorporation stipulate that this can be done.

In order to flexibly distribute profits to shareholders, the Company shall, by resolution of Board of Director Meeting, make distributions to shareholders or registered stock pledgees listed or recorded in the final shareholder register as of September 30th of each year, pursuant to the Companies Act. The articles of incorporation stipulate that the company may make dividends from surplus (interim dividends) as stipulated in Article 454, Paragraph 5.

Regarding special resolutions at General meetings of shareholders pursuant to the provisions of Article 309, Paragraph 2 of the Companies Act, the Company shall ensure that shareholders holding at least one-third of the voting rights of shareholders who are eligible to exercise their voting rights are present and that their voting rights are The articles of incorporation stipulate that a two-thirds or more vote is required. The purpose of this is to ensure that general shareholders' meetings run smoothly by relaxing the quorum required for special resolutions at general shareholders' meetings.

Pursuant to the provisions of the Articles of Incorporation, the Company has individually concluded agreements with all Outside Directors and Directors who are Audit and Supervisory Committee Members that limit their liability for damages under Article 423, Paragraph 1 of the Companies Act. The limit on liability for damages under these agreements is the minimum amount stipulated by law.

We have concluded Directors' Liability Insurance contracts with insurance companies, pursuant to Article 430-3, Paragraph 1 of the Companies Act, with our directors as insured. This insurance contract provides for compensation for damages and litigation costs up to a maximum of 2 billion yen in the event that the insured is liable for damages in connection with the performance of his/her duties, and the Company bears the full insurance premiums. The contract with the insurance company also provides for the exclusion of compensation for damages incurred by the insured arising from the insured's improper performance of his/her duties, such as claims for damages arising from the insured's illegal acceptance of personal benefits or conveniences, claims for damages arising from the insured's criminal acts, and claims for damages arising from decisions or actions made by the insured beyond the authority granted by the company, thereby preventing the insured from impairing the appropriateness of the performance of his/her duties.

In addition to appropriately providing necessary and useful information for shareholders to properly exercise their voting rights, the Company strives to engage constructively with shareholders by holding financial results briefings and regularly conducting shareholder surveys. We strive to promote and enhance dialogue. We have established an appropriate system for dialogue with shareholders, such as reporting the opinions of shareholders ascertained through these dialogues to the Board of Directors and other relevant officers and departments.