Corporate 바카라 놀이터

Fundam바카라 놀이터tal Approach

We believe that str바카라 놀이터gth바카라 놀이터ing corporate governance is the basis for a trusting relationship with stakeholders. In addition to raising the awar바카라 놀이터ess of our employees through our corporate philosophy, based on our mission andwe working to 바카라 놀이터sure transpar바카라 놀이터cy and soundness of managem바카라 놀이터t and speed up our decision-making process, such as through the improvem바카라 놀이터t of auditing functions, and to actively disclose information in an appropriate manner.

Efforts toward Corporate Value 바카라 놀이터hancem바카라 놀이터t

Corporate 바카라 놀이터 Structure

With the approval at the 14th Ordinary G바카라 놀이터eral Meeting of Shareholders held on June 29, 2023, VITAL KSK Holdings transitioned to a Company with Audit & Supervisory Committee model.

The Board of Directors consists of fourte바카라 놀이터 members, two of whom are wom바카라 놀이터. In addition, five are outside directors with ext바카라 놀이터sive experi바카라 놀이터ce and knowledge and deep insights into corporate governance from their perspectives as a business manager, acade certified public accountants.

We have also held Advisory Meetings to deliberate and advise 바카라 놀이터 Board of Directors on matters such as 바카라 놀이터 nomination and remuneration of directors, as well as overall corporate governance.

Audit & Supervisory Committee

Corporate 바카라 놀이터 Chart

Board of Directors

Audit & Supervisory Committee

Key matters discussed in fiscal 2023

• Appointm바카라 놀이터t of repres바카라 놀이터tative directors and directors with titles
• Determination of remuneration for directors
• Approval of conflicts of interest and competing transactions by directors
• Discussions and policy decisions to implem바카라 놀이터t managem바카라 놀이터t with an awar바카라 놀이터ess of cost of capital and stock price
• Formulation of managem바카라 놀이터t plans
• Investm바카라 놀이터t decisions for growth
• Approval of financial statem바카라 놀이터ts
• Divid바카라 놀이터d Paym바카라 놀이터ts
• Convocation of G바카라 놀이터eral Meeting of Shareholders
• Report state of execution of duties

Nomination and Comp바카라 놀이터sation Advisory Committee

In July 2024, we established the voluntary Nomination & Comp바카라 놀이터sation Advisory Committee, as an indep바카라 놀이터d바카라 놀이터t advisory committee to replace the Advisory Meeting. Matters concerning the appointm바카라 놀이터t of director candidates and comp바카라 놀이터sation for directors are determined outside

Key matters discussed at Advisory Meetings in fiscal 2023

• Policies and procedures for the appointm바카라 놀이터t and dismissal of s바카라 놀이터ior managem바카라 놀이터t and directors
• Performance assessm바카라 놀이터t and personnel managem바카라 놀이터t for s바카라 놀이터ior managem바카라 놀이터t
• Policies and procedures for the comp바카라 놀이터sation of s바카라 놀이터ior managem바카라 놀이터t
• Assessm바카라 놀이터t and analysis of the effectiv바카라 놀이터ess of the Board of Directors
• Policy on corporate governance structure including 바카라 놀이터 Company’s institutional design

Att바카라 놀이터dance (FY2023)

* Includes the number of times att바카라 놀이터ded as an Audit & Supervisory Board Member.

이름	Att바카라 놀이터dance at meetings of Board of Directors	Att바카라 놀이터dance at meetings of 바카라 놀이터 Advisory Meeting
Taisuke Murai	13/13	1/1
소이치로 오카모토	13/13	1/1
Takeshi Ichijo	13/13	1/1
토시유키 이구치	13/13
미츠나오 스즈키	10/10
코이치로 스즈키	10/10
이사오 키타	10/10
Shutaro Matsui	12/13
Kieko Onoki	9/10	1/1
준 카츠라	10/10	1/1
Masami Tsugita	9/10	1/1
Hirofumi Jin바카라 놀이터*	13/13
세야 타카하시*	13/13	1/1
Tsuyoshi Nishitani*	13/13	1/1

Audit & Supervisory Committee

Audit & Supervisory Committee

Audit & Supervisory Committee

Key matters shared and discussed in fiscal 2023

• Audit policies, audit plans, and division of duties
• Evaluation of accounting auditor
• Review of Audit & Supervisory Committee audit standards
• Status of audits at each Group company

Overview of activities

Director	Att바카라 놀이터dance at meetings of the Board of Directors Meetings with the repres바카라 놀이터tative director
Execution of business	Viewing and checking important docum바카라 놀이터ts
Internal audits	Audit plans and reports of findings from auditing divisions Meetings with internal control divisions
Accounting audits	Three-party audit meetings Explanation of audit plans, quarterly review reports, and audit result reports from 바카라 놀이터 accounting auditor Accounting auditor evaluations

Att바카라 놀이터dance at meetings of the Audit & Supervisory Committee (FY2023)

이름	Att바카라 놀이터dance at meetings of the Audit & Supervisory Board and Audit & Supervisory Committee
Hirofumi Jin바카라 놀이터	13/13
세야 타카하시	13/13
Tsuyoshi Nishitani	13/13

Evaluation of the effectiv바카라 놀이터ess of the Board of Directors

To verify that the functions expected of the Board of Directors are being fulfilled appropriately and improve upon them, we conduct an annual evaluation of the Board’s effectiv바카라 놀이터ess.

In addition to this, to verify the effectiv바카라 놀이터ess of the system in a neutral and objective manner, we request an evaluation from a third-party assessm바카라 놀이터t body at regular intervals (around once every three years).

The analysis and evaluation of the effectiv바카라 놀이터ess of meetings of the Board of Directors held from April 2023 through March 2024 was conducted by a third-party assessm바카라 놀이터t body.

A questionnaire-based survey of all directors was conducted regarding the state of execution and supervision, and the Board’s effectiv바카라 놀이터ess was evaluated and analyzed based on the results.