Corporate Governance

Basic concept

We recognize the importance of enhancing corporate governance to ensuring the Groupʼs growth and development. With the global environment in which the Group operates undergoing rapid change, we determined that transitioning to a holding company structure would be the best move to ensure a management structure for sustained growth. In April 2023, we effected this transition and changed the company name to Tsukishima Holdings Co., Ltd. The holding company undertakes the duties of the Group strategy formulation and governance, allowing operating companies to accelerate decision making processes, and we will strive to strengthen corporate value through further progress in Group management efficiency and governance.

Organization (as of June 23, 2025)

Board of Directors and committee membership, summary, and meetings held (FY2024)

Director and Corporate Auditor selection process

Policies	Directors are appointed who possess the knowledge, experience, and abilities to realize effective corporate governance and to contribute to the Group’s sustained growth and increases in its corporate value over the medium to long term. The appointment of outside Directors is based on their ability to take part in decision-making and management oversight from an independent standpoint. Outside Directors are appointed from among directors of other companies with a wealth of knowledge and experience in corporate management, experienced executives,qualified specialists, academic experts, and others which present no conflicts of interest with the company. In appointment of Corporate Auditors, we select candidates who possess sufficient knowledge of finance and accounting.
Procedures	The Nomination and Remuneration Advisory Committee, an advisory body to the Board of Directors, advises the Board regarding the nomination of candidates for Directors and Corporate Auditors. Final decisions are made by the Board of Directors. The appointment of candidates for Corporate Auditors is deliberated on by the Board of Directors, after first obtaining the approval of the Board of Corporate Auditors.

Policies

Directors are appointed who possess the knowledge, experience, and abilities to realize effective corporate governance and to contribute to the Group’s sustained growth and increases in its corporate value over the medium to long term.
The appointment of outside Directors is based on their ability to take part in decision-making and management oversight from an independent standpoint. Outside Directors are appointed from among directors of other companies with a wealth of knowledge and experience in corporate management, experienced executives,qualified specialists, academic experts, and others which present no conflicts of interest with the company.
In appointment of Corporate Auditors, we select candidates who possess sufficient knowledge of finance and accounting.

Procedures

The Nomination and Remuneration Advisory Committee, an advisory body to the Board of Directors, advises the Board regarding the nomination of candidates for Directors and Corporate Auditors. Final decisions are made by the Board of Directors.
The appointment of candidates for Corporate Auditors is deliberated on by the Board of Directors, after first obtaining the approval of the Board of Corporate Auditors.

Executives

Skills matrix and meeting attendance
(as of June 23, 2025)

Evaluating the effectiveness of the Board of Directors

To verify the effective functioning of the Board of Directors and improve its effectiveness, we seek out advice from outside experts; conduct annual surveys of all Directors and Corporate Auditors; and analyze, assess, and deliberate on the Board based on the survey results.

Executive Remuneration

Basic policy

With the need in mind to secure and maintain capable human resources, the remuneration structure for Company Directors incorporates incentives to improve results and strengthen corporate value. Remuneration decisions for individual Directors are based on the policy of maintaining appropriate pay in light of executive position, responsibilities, and contributions to business performance.

Executive remuneration decision-making process

Remuneration for Directors other than outside Directors consists of a fixed remuneration, remuneration in the form of shares of stock with transfer restrictions, and performancelinked remuneration reflecting business performance and progress with the Medium-term Management Plan and the targets thereunder acheived. Remuneration for outside Directors, charged with oversight functions, consists of fixed remuneration that reflect their specified duties. Ratios of allotment of each type of remuneration are based on remuneration at companies of roughly the same size as the Company in related industries and businesses. The individual remuneration decision-making process is illustrated below.

Indivisual remuneration decision-making process

Remuneration structure

Internal controls

An internal controls system is key to ensuring effective and proper company business operations.
The company has established a Basic Policy on the Development of an Internal Controls System and develops and operates its internal controls system in accordance with this policy. As part of our governance structure, we restructured our internal controls system on the transition to a holding company structure, to enhance risk management and compliance. See Business Report, Corporate Governance Report, Securities Report, and other materials for an overview of the Basic Policy on the Development of an Internal Controls System and its implementation status.