When companies hold shares of other listed companies as cross-shareholdings, they should disclose their policy with respect to doing so, including their policies regarding the reduction of cross-shareholdings. In addition, the board should annually assess whether or not to hold each individual cross-shareholding, specifically examining whether the purpose is appropriate and whether the benefits and risks from each holding cover the company’s cost of capital. The results of this assessment should be disclosed.
Companies should establish and disclose specific standards with respect to the voting rights as to their cross-shareholdings, and vote in accordance with the standards.

(1) Policy on policy holdings
The Company shall hold shares of business partners as cross-shareholdings to maintain and strengthen enduring and stable relationships with business partners if it determines that cross-shareholdings contribute to its sustained growth and the enhancement of its corporate value over the medium to long terms.

(2) Details of verification related to strategic shareholdings
Each year, the Board of Directors verifies whether the benefits of holding each individual stock for policy holdings are commensurate with the cost of capital and whether the holding of the stock contributes to maintaining and strengthening business relationships.
As a result of the verification at the Company’s Board of Directors meeting held in December 2024, it was confirmed that the Company will continue to hold the policy-holding shares subject to verification.

(3) Standards with respect to voting rights concerning shareholdings
In exercising voting rights for shares held by the Company, we will make a comprehensive assessment of the financial condition of the issuing company and whether or not there are any proposals that may damage management status and shareholder value.

When a company engages in transactions with its directors or major shareholders (i.e., related party transactions), in order to ensure that such transactions do not harm the interests of the company or the common interests of its shareholders and prevent any concerns with respect to such harm, the board should establish appropriate procedures beforehand in proportion to the importance and characteristics of the transaction. In addition to their use by the board in approving and monitoring such transactions, these procedures should be disclosed.

Companies should present their policies and voluntary and measurable goals for ensuring diversity in the promotion to core human resources, such as the promotion of women, foreign nationals and midcareer hires to middle managerial positions, as well as disclosing their status.
In addition, in light of the importance of human resource strategies for increasing corporate value over the mid-to long-term, companies should present its policies for human resource development and internal environment development to ensure diversity, as well as the status of their implementation.

(1) Approach to ensuring diversity
We respect diversity, personality, and individuality, and have established in our Charter of Corporate Behavior that we do not discriminate in any way and are committed to creating an environment where each and every employee can work with joy, pride, and vitality, while ensuring and improving psychological safety. While building on a foundation of teamwork, we will continue to promote diverse human resources, regardless of gender or nationality, and hired not only through the hiring of new graduates but also through the hiring of second-generation graduates and experienced workers, to stimulate each other, grow together, and build on our strengths as a company. We also focus on hiring people with disabilities and strive to provide an environment and system that allows people with disabilities to engage in their work while utilizing their strengths and talents.

(2) Human Resource Development Policy
The Company practices effective human resource development by systematically and systematically promoting a training curriculum in which employees, their supervisors, and the Company work together for the purpose of “cultivating the ability of employees to carry out their job responsibilities necessary to achieve management objectives. The training curriculum is based on “field-led human resource development” in which employees are trained through their daily work, and employees attend training by qualification and position Companies should present their policies and voluntary and measurable goals for ensuring diversity in the promotion to core human resources, such as the promotion of women, foreign nationals and midcareer hires to middle managerial positions, as well as disclosing their status.
In addition, in light of the importance of human resource strategies for increasing corporate value over the mid-to long-term, companies should present its policies for human resource development and internal environment development to ensure diversity, as well as the status of their implementation.
sponsored by the Human Resources Department and training by purpose, such as finance and languages, to understand their growth issues and to motivate them toward career development. We have established and are striving to enhance a variety of curricula to help employees acquire the skills necessary to fulfill their job responsibilities to achieve our management objectives. We have also prepared distance learning and e-learning curricula so that employees can freely select and learn about the topics they wish to study and are promoting the creation of an autonomous learning system and reskilling.

(3) Policy on Internal Environmental Improvement
Aiming to maintain and improve healthy management, the Company is also working to maintain and improve a workplace environment where each employee can demonstrate his/her individuality and is rewarded for his/her work. In addition to basic measures such as consideration for the brightness of lighting in the office and ensuring a comfortable workspace, we are promoting the development of an internal environment that allows employees to work in a comfortable environment by introducing a free address system, office space that ensures privacy, and a multi-purpose floor for refreshments and meetings. We have also introduced telework and staggered work hours. In addition, we intend to create an environment in which a diverse range of employees can work with vigor and enthusiasm by promoting multifaceted initiatives such as telework, staggered work hours, shorter working hours, leave by the hour, and engagement surveys.

(4) Promotion of Women’s Career Development
We have introduced various systems such as limitation of work location, change of job title, and use of maiden name, to create an environment where women can play an active role in their careers without giving up regardless of life stage events. We have also introduced systems to support childcare and nursing care, as well as telework and staggered work hours to enable women to continue working in a positive manner. We also provide training for female management candidates to learn the basic knowledge required for management in organizational operations, and we respect the wishes of each woman and provide a wide range of support for career development. We also provide a wide range of support for career development.

(5) Indicators and Targets
The Company uses the ratio of female managers as an indicator and aims to achieve 10.0% on a non-consolidated basis by FY2027. We will continue to maintain the current level of mid-career hires in management positions by actively recruiting people with skills and insight in a wide range of fields. In addition, we intend to actively promote foreign nationals to management positions, regardless of nationality or whether they are mid-career or new graduate hires.

(6) Ratio of women, mid-career hires, and foreign nationals in management positions (actual)
The following table shows the ratio of female, mid-career, and foreign employees in management positions (actual results) on a non-consolidated basis.

Approximately 90% of management positions at overseas subsidiaries are filled by foreign
nationals’ personnel.

Because the management of corporate pension funds impacts stable asset formation for employees and companies’ own financial standing, companies should take and disclose measures to improve human resources and operational practices, such as the recruitment or assignment of qualified persons, in order to increase the investment management expertise of corporate pension funds (including stewardship activities such as monitoring the asset managers of corporate pension funds), thus making sure that corporate pension funds perform their roles as asset owners.
Companies should ensure that conflicts of interest which could arise between pension fund beneficiaries and companies are appropriately managed.

The Company has adopted a defined benefit corporate pension plan and is outsourcing the management and investment of corporate pension reserve to outside asset management institutions, etc. The Company has developed a basic policy for asset management and its Human Resources Department, which is in charge of corporate pension management, conducts regular monitoring of the asset managers’ management status in accordance with the policy.
In addition, the Company works to improve its quality as an asset owner by providing the staff of the Human Resources Department who are in charge of corporate pension management with special education through participation in various training seminars.

In addition to making information disclosure in compliance with relevant laws and regulations, companies should disclose and proactively provide the information listed below (along with the disclosures specified by the principles of the Code) in order to enhance transparency and fairness in decision-making and ensure effective corporate governance:
i) Company objectives (e.g., business principles), business strategies and business plans;
ii) Basic views and guidelines on corporate governance based on each of the principles of the Code;
iii) Board policies and procedures in determining the remuneration of the senior management and directors;
iv) Board policies and procedures in the appointment/dismissal of the senior management and the nomination of directors and auditors’ candidates; and
v) Explanations with respect to the individual appointments/dismissals and nominations based on iv).

(1) Business principles and business plans
The company have established a corporate philosophy and medium-term business plan, in order to meet the expectations of various stakeholders, enhance corporate value and achieve sustainable growth. there are disclosed on our website.
Please refer to the following URL for details of business principles.
https://www.marubun.co.jp/en/corporate/philosophy/

Please refer to the following URL for details of medium-term business plan.
https://www.marubun.co.jp/en/ir/management/management_plan/

(2) Basic approach and basic policy regarding corporate governance
The Company has established its Corporate Governance Guidelines setting out a basic framework and policy regarding corporate governance at the Company and its subsidiaries.
Please refer to the following URL for further details.
https://www.marubun.co.jp/en/ir/management/governance/

In addition to making information disclosure in compliance with relevant laws and regulations, companies should disclose and proactively provide the information listed below (along with the disclosures specified by the principles of the Code) in order to enhance transparency and fairness in decision-making and ensure effective corporate governance:

i) Company objectives (e.g., business principles), business strategies and business plans;
ii) Basic views and guidelines on corporate governance based on each of the principles of the
Code;
iii) Board policies and procedures in determining the remuneration of the senior management and
directors;
iv) Board policies and procedures in the appointment/dismissal of the senior management and the
nomination of directors and auditors’ candidates; and
v) Explanations with respect to the individual appointments/dismissals and nominations based on
iv).

(3) Policies and procedures in determining remuneration of Directors
Remuneration, etc. for Directors (excluding Directors who are members of the Audit and Supervisory Committee) shall be commensurate with their responsibilities and roles as executive Directors and shall be of such content and level as to contribute to the enhancement of corporate value and business performance not only in the short term but also in the medium to long term. The amount of such remuneration shall be determined within the limit of remuneration approved at the General Meeting of Shareholders, taking into consideration the position and duties of the director, expected contribution to the Company during the applicable period, and consolidated business performance. The total amount of such remuneration, the remuneration system, and the framework of the calculation method shall be determined by the Board of Directors with the advice and consent of the Nomination and Compensation Committee, which is comprised of outside directors.
The remuneration for each individual director (excluding Directors who are members of the Audit and Supervisory Committee) is determined by the President and Representative Director, who is entrusted with this responsibility by resolution of the Board of Directors, after obtaining the advice and consent of the Nomination and Compensation Committee. The number of shares to be allotted to individuals in relation to the restricted stock compensation shall be determined by a resolution of the Board of Directors.
The remuneration for Directors who are members of the Audit Committee shall be determined by consultation of the Audit Committee within the remuneration limit resolved at the General Meeting of Shareholders, taking into consideration the nature of their duties from the perspective of ensuring their independence and neutrality.

(4) Policy and procedure for nomination, election and dismissal of Directors
Candidates for Directors shall be selected, based on standards for the selection determined by the Company’s Board of Directors, from among those who are considered likely to contribute to the sustained growth of the Company and the enhancement of corporate value over the medium to long terms, by comprehensively taking into account their character, knowledge, capabilities, experience, performance and other factors. In the event that a Director has committed a material violation of laws and regulations or the Articles of Incorporation or that it has become clear that a Director does not meet the standards for the selection, the Company shall examine the possible removal of said Director.
For the election and dismissal of directors, the Board of Directors decides on the agenda and proposes it to the General Meeting of Shareholders after obtaining the advice and consent of the Nomination and Compensation Committee.

(5) Explanations with respect to the individual appointments and nominations of director candidates
The reasons for the election of individual candidates for Directors are disclosed in the reference materials of the “Notice of the General Meeting of Shareholders. For details, please refer to the Company’s website.
The document can be found on the Company’s website:
http://www.marubun.co.jp/en/ir_e/events/generalmeeting.html

Companies should appropriately disclose their initiatives on sustainability when disclosing their management strategies. They should also provide information on investments in human capital and intellectual properties in an understandable and specific manner, while being conscious of the consistency with their own management strategies and issues.
In particular, companies listed on the Prime Market should collect and analyze the necessary data on the impact of climate change-related risks and earning opportunities on their business activities and profits, and enhance the quality and quantity of disclosure based on the TCFD recommendations, which are an internationally well-established disclosure framework, or an equivalent framework.

(1) Sustainability Initiatives
Based on our purpose of “Contribute to a brighter future through technologies.” we are working to solve social issues through the field of electronics. We aim to improve customer satisfaction and realize a better society by discovering the latest products and technologies from around the world and providing them with our unique services and solutions.
Please refer to our website for specific information on our sustainability initiatives.
https://www.marubun.co.jp/sustainability/

We will consider future approaches to sustainability through our business activities for each of our functions, such as the solutions we provide to our business partners and our supply chain, with reference to the framework of the SDGs and the Paris Agreement.

(2) Response to Climate Change
We disclose our response to climate change in accordance with the framework of the TCFD( Task Force on Climate-related Financial Disclosures) recommendations. Please refer to our website for
details.
https://www.marubun.co.jp/sustainability/tcfd/

Companies should appropriately disclose their initiatives on sustainability when disclosing their management strategies. They should also provide information on investments in human capital and intellectual properties in an understandable and specific manner, while being conscious of the consistency with their own management strategies and issues.
In particular, companies listed on the Prime Market should collect and analyze the necessary data on the impact of climate change-related risks and earning opportunities on their business activities and profits, and enhance the quality and quantity of disclosure based on the TCFD recommendations, which are an internationally well-established disclosure framework, or an equivalent framework.

(3) Investment in human capital and intellectual property
Regarding human capital, we recognize that our human resources are our greatest asset and have established in our Charter of Corporate Behavior that we respect diversity, personality, and individuality and do not discriminate in any way, and are committed to creating an environment where each employee can work with joy, pride, and vitality while ensuring and improving psychological safety. While building on a foundation of teamwork, we will continue to promote diverse human resources, regardless of gender or nationality, hired through the recruitment of new graduates and experienced workers, to stimulate each other, grow together, and build on our strengths as a company. We also focus on hiring people with disabilities and strive to provide an environment and system that allows people with disabilities to engage in their work while utilizing their strengths and talents.
Although we do not actively invest in intellectual property due to the nature of our business and business contracts, we do acquire intellectual property, including investments, when necessary. We are also working to develop a system that focuses on avoiding and reducing the risk of intellectual property disputes.

The board should clearly specify its own decisions as well as both the scope and content of the matters delegated to the management, and disclose a brief summary thereof.

The Company stipulates in its Articles of Incorporation that it may delegate important decisions about business execution to Directors by resolution of the Board of Directors.
To separate oversight and business execution and speed up decision-making, the Company positions matters stipulated by laws and regulations and the Articles of Incorporation, matters delegated by resolution of the General Meeting of Shareholders, and other important management matters as matters for resolution by the Board of Directors, but delegates authority to President and Representative Director and less senior management with respect to other matters to management in accordance with internal regulations.

Boards should establish and disclose independence standards aimed at securing effective independence of independent directors, taking into consideration the independence criteria set by securities exchanges. The board should endeavor to select independent director candidates who are expected to contribute to frank, active and constructive discussions at board meetings.

In addition to the requirements for independence stipulated by the Companies Act and the Tokyo Stock Exchange, the Company has established its own independence standards as follows, and has determined that a person is sufficiently independent if all requirements are met.

1. The person, currently, or within the last ten years, shall not have been an Executive Director, Executive, Executive Officer or employee (hereinafter “a person executing the business”) of the Company or a subsidiary of the Company (hereinafter “the Group”).
2. The person, currently, or within the last three years, shall not correspond to a person listed below.
　(i) A person executing the business of a company that does business with the Group and whose annual business with the Group exceeds 2% of the Company’s consolidated net sales.
　(ii) A person executing the business of a company that does business with the Group and whose annual business with the Group exceeds 2% of its annual consolidated net sales
　(iii) A person executing the business of a financial institution from whom the Group borrows and whose outstanding loans to the Group as of the end of the fiscal year exceeds 2% of the Company’s consolidated total assets
　(iv) A specialist, such as an attorney-at-law, a certified public accountant, a tax accountant or a consultant (or if the specialist is an institution, a person belonging to said institution) who receives cash or other property from the Group exceeding 10 million yen per year, excluding directors’ remuneration)
　(v) A major shareholder of the Company (a person holding 10% or more of the total voting Boards should establish and disclose independence standards aimed at securing effective independence of independent directors, taking into consideration the independence criteria set by securities exchanges. The board should endeavor to select independent director candidates who are expected to contribute to frank, active and constructive discussions at board meetings. rights) or a person executing the business of a major shareholder
　(vi) A person executing the business of an institution receiving a donation of more than 10 million yen per year from the Group
　(vii) A person executing the business of a company to which the Group dispatches Officers and which dispatches Officers to the Group
　(viii) Not be the spouse or a relative within the second degree of kinship of a person who corresponds to any of the above (ⅰ) – (ⅶ) in 2.(However, this is limited to executive directors, executive officers, executive officers, or general managers and above.)
3. Not be a spouse or a relative within the second degree of kinship of a person who was an executive director, executive officer, or general manager or higher of the Group at the present time or in the last five years.