Standards and Procedures for Appointment and Dismissal of Directors

1. Selection Standards for Directors
2. Dismissal Standards for Directors
3. Reappointment of Directors
4. Procedures for Appointment and Dismissal of Directors
Reference) Reason for appointment / Skill matrix for the Board of Directors

The Company, conscious of its fiduciary responsibility to its shareholders, has established the following "Standards and Procedures for Appointment and Dismissal of Directors" for the purpose of ensuring and enhancing the effectiveness of the Board of Directors in appropriately fulfilling its roles and responsibilities in selecting candidates for and dismissing directors.

1. Selection Standards for Directors

(1)The Company shall select candidates for Directors from among those who satisfy the following requirements, in addition to fulfillment of the requirements under laws and regulations and the Articles of Incorporation, non-applicability of the disqualification grounds stipulated in the Directors Regulations, and current and past non-involvement with anti-social forces.
(2)Each of the following requirements is set forth in a way mindful of the organic integration of the roles of the Board of Directors and the Audit & Supervisory Committee, the respective roles of Executive Directors, Non-Executive Directors including Independent Outside Directors, and Audit & Supervisory Committee Members (including, but not limited to, the matters described in 3-3. through 3-5. and 3-13. through 3-14. of the Corporate Governance Guidelines), and the skill matrix of the Board of Directors. These requirements may be reviewed in accordance with changes in the business environment and management strategies, the content of management plans, the progress and necessity of business structure transformation, and other circumstances.

"Prerequisites" for All Directors
All such individuals must possess the qualities and abilities to contribute to the enhancement of the Group's sustainable medium- to long-term corporate value, based on an understanding of the Group Corporate Philosophy (the TechnoPro Group Purpose), management strategy, and business characteristics. All such individuals must exhibit outstanding character, knowledge and insight, while maintaining high regard for regulatory compliance and ethical standards. All such individuals must be counted on to contribute to the quality of discussions and the presentation of new issues at the Board of Director, not only by expressing their approval or disapproval, but also by their ability to make objective judgments, logical thinking, insight, and foresight. Such individuals must have served in a leadership role, a high degree of knowledge along with extensive practical experience, outstanding achievements, in one or more of the fields listed below:
Track Record and Experience in HR Business Corporate Management Experience as Executive at Listed Companies etc. Finance, Accounting and Tax Human Resources and Talent Development Law, Compliance, Risk management, Internal Auditing, and Corporate Governance	Trend of Technology and R&D, areas of significant evolution, especially DX Experience in Business Transformation Leadership M&A and Investments International Experience and Language Skills ESG and Sustainability Agenda
"Common Requirements" for Outside Director
Such individuals must possess the capacity to gain an overall understanding of the entire Group, and to ascertain the essential issues and risks thereof. Such individuals must be able to express problem-solving oriented opinions and advice and provide appropriate supervision from an objective, independent, and diverse perspective.
Requirements for Each Role in particular
Outside Director (excl. Audit & Supervisory Committee Member)	Outside Director (Audit & Supervisory Committee Member)
Such individuals must be those who can be counted on for objective business oversight and managerial decisions from a practical point of view based on extensive experience in corporate management and field of expertise, and for providing advice and support to facilitate sustainable growth of the Group.	Such individuals must be counted on to audit the Directors' execution performance of their duties from a fair and unbiased standpoint and contribute to the improvement of management soundness and transparency. Such individuals must be able to supervise and audit management from a neutral and objective perspective based on extensive experience in corporate management and field of expertise.
Executive Director	Audit & Supervisory Committee Member (excl. Outside Director)
Such individuals must be well-informed regarding industry trends and relevant regulations affecting the Group and the business model of the Group, and must have extensive practical experience in respective specialized fields, through study and research. Such individuals must be counted on to drive and control business in a dynamic manner with effective strategic execution and organizational management skills and appropriate judgment from a Company-wide perspective. Such individuals must themselves practice thoroughness in the basics and adaptability to change, and have the qualities to serve as role models for the　Group employees.	Such individuals must be well-informed regarding the organization, business pursuits and operating processes of the Group, and must be capable of performing objective business oversight and highly effective audits involving the proper collection of information from within the Group.

2.Dismissal Standards for Directors

The Company shall take the prescribed procedures for the dismissal of the Director if he/she meets any of the following conditions.

The Director commits a serious act against laws and regulations, the Articles of Incorporation, or public order and morals due to malicious intent or gross negligence.
The Director has maliciously or grossly negligently failed to perform his/her duties, and has significantly damaged the corporate value of the Group.
It becomes difficult for the Director to continue his/her duties due to health conditions.
The Director falls under any of the disqualification grounds for Directors stipulated by laws and regulations.
The Director does not possess the qualities required by the "Selection Standards for Directors".

3. Reappointment of Directors

The Company shall consider the following points when reappointing Directors.

Contribution during term of office is considered sufficient in light of the Selection Standards for Directors and the requirements stipulated in the standards are fulfilled at the time of reappointment.
Useful comments at board meetings during term of office that contribute to business growth, management improvement, legal compliance, risk management, etc.
Attendance rate at Board of Directors meetings during term of office must be 75% or more.
No inappropriate behavior as a director during term of office.
Concurrent positions at other companies outside the Group at the time of reappointment are not expected to interfere with the performance of duties at the Company.
For Outside Directors, the maximum total number of years in office (including the number of years served as an Outside Audit & Supervisory Board Member) shall be 10 years, as a guideline. However, if there are reasons or circumstances that require reappointment beyond 10 years, the Nomination and Compensation Committee and the Board of Directors may reappoint the Outside Director after due deliberation, in which case the reasons and circumstances shall be explained to shareholders and other stakeholders.
If an Executive Director has been under-performing for three consecutive terms, his/her reappointment shall be subject to careful and thorough deliberation.

4. Procedures for Appointment and Dismissal of Directors

(1)The Board of Directors shall select candidates for director to be proposed to the General Meeting of Shareholders and propose the dismissal of directors to the General Meeting of Shareholders. In doing this, it shall select candidates for director (excluding those who are Audit & Supervisory Committee Members) and candidates for Audit & Supervisory Committee Member through resolution after due deliberation based on the Selection Standards for Directors and views on the composition of the Board of Directors and the Audit & Supervisory Committee (please refer to 3-2. and 3-12. of the Corporate Governance Guidelines).
(2)In making the above resolution, the Board of Directors shall go through deliberations at the Nomination and Compensation Committee and shall obtain the prior consent of the Audit & Supervisory Committee with respect to candidates for directors who are Audit & Supervisory Committee Members. If there are any opinions determined by the Audit & Supervisory Committee regarding the candidates for directors (excluding Audit & Supervisory Committee Members), such opinions shall be reflected to the maximum extent possible.
(3)The General Meeting of Shareholders shall decide by its resolution on the Director candidates/the Directors subject to dismiss proposed by the Board of Directors. The Audit & Supervisory Committee shall express its opinion at the General Meeting of Shareholders when it deems necessary.

Reference) Reason for appointment / Skill matrix for the Board of Directors

Outside Directors

Name	Reason for appointment
Mitsutoshi Takao	Mr. Mitsutoshi Takao possesses knowledge of general management, including finance and accounting, as well as extensive experience in the management of a major listed company. Since his appointment as Outside Audit & Supervisory Board Member of the Company in April 2014 and a Director who is an Audit & Supervisory Committee Member in September 2022, he has appropriately performed the duties of an Outside Audit & Supervisory Board Member and an Outside Director (Audit & Supervisory Committee Member), including actively expressing useful opinions at meetings of the Board of Directors, the Audit & Supervisory Board and other meetings. In addition, he has contributed to strengthening management functions by providing necessary and appropriate advice in the deliberation of appointment, remuneration, and other proposals as the chairperson of the Nomination and Compensation Committee. Based on the these reasons, Mr. Mitsutoshi Takao has been selected as Outside Director.
Kazuhiko Yamada	Although Mr. Kazuhiko Yamada has no direct experience in corporate management, he has extensive experience and knowledge as an attorney particularly in the fields of corporate acquisitions, corporate restructuring, equity practice, etc., the Companies Act, and the Financial Instruments and Exchange Act. Moreover, since his appointment as Outside Director of the Company in September 2015, he has provided opinions and advice particularly with respect to strengthening corporate governance practices at meetings of the Board of Directors and has also provided proper oversight by objectively assessing business matters affecting the Company. In addition, he has contributed to the strengthening of management functions by providing necessary and appropriate advice in the deliberation of appointment and remuneration of officers, and other proposals as a member of the Nomination and Compensation Committee. Based on these reasons, Mr. Kazuhiko Yamada has been selected as Outside Director.
Harumi Sakamoto	Ms. Sakamoto has extensive experience and expansive knowledge which she has gained acting as a government administrator involved in policy of the Ministry of International Trade and Industry and as a corporate manager and representative of various organizations. She also has a high degree of expertise gained through the experience as an Outside Director of several listed companies. Since her appointment as Outside Director of the Company in September 2016, she has actively provided opinions and advice on the overall management of the Group at meetings of the Board of Directors and has also provided proper oversight by objectively assessing business matters affecting the Company. Based on these reasons, Ms. Harumi Sakamoto has been selected as Outside Director.
Shoko Takase	Ms. Takase has experience as a corporate manager of a global IT company, a wealth of achievements in realizing customers’ transformation which utilizes IT technology, and expansive knowledge regarding customer and technology trends. Since her appointment as Outside Director of the Company in September 2021, with the aim of expanding the solution business focusing on the digital area under the medium-term management plan, she has provided effective recommendations and advice actively at the Board of Directors meetings from a practical perspective, and has also provided proper oversight by objectively assessing business matters affecting the Company. Based on these reasons, Ms. Shoko Takase has been selected as Outside Director.

Audit & Supervisory Committee Members

Name	Reason for appointment
Rumiko Tanabe	Ms. Rumiko Tanabe possesses wide-ranging knowledge in finance, accounts, overall audit, corporate governance, etc., accumulated through her experience in financial accounting operations in listed enterprises and auditing subsidiaries in addition to her professional expertise as a certified public accountant. Since her appointment as Outside Audit & Supervisory Board Member in September 2020, she has exercised her duties as Outside Audit & Supervisory Board Member appropriately by stating effective opinions at the Board of Directors and the Audit & Supervisory Board, etc. She also has a high degree of expertise and professional knowledge gained through serving as Audit & Supervisory Board Member of another company. Based on these reasons, Ms. Rumiko Tanabe has been selected as Outside Director who is an Audit & Supervisory Committee Member.
Masatoshi Deguchi	Mr. Masatoshi Deguchi has diverse experience in operations at a major general trading company, including finance, accounting, and tax practices, as well as in serving as a corporate manager at an overseas subsidiary and head of an internal auditing department. Moreover, he has corporate management experience at another listed company. He has been selected as Outside Director who is an Audit & Supervisory Committee Member because the Company expects that he will provide supervision, audits, and advice from a neutral and objective perspective with the aim of improving risk management and internal control systems as a foundation to increase corporate value and pursue sound growth of the overseas business under the medium-term management plan.

Name

Reason for appointment

Rumiko Tanabe

Ms. Rumiko Tanabe possesses wide-ranging knowledge in finance, accounts, overall audit, corporate governance, etc., accumulated through her experience in financial accounting operations in listed enterprises and auditing subsidiaries in addition to her professional expertise as a certified public accountant. Since her appointment as Outside Audit & Supervisory Board Member in September 2020, she has exercised her duties as Outside Audit & Supervisory Board Member appropriately by stating effective opinions at the Board of Directors and the Audit & Supervisory Board, etc. She also has a high degree of expertise and professional knowledge gained through serving as Audit & Supervisory Board Member of another company. Based on these reasons, Ms. Rumiko Tanabe has been selected as Outside Director who is an Audit & Supervisory Committee Member.

Masatoshi Deguchi

Mr. Masatoshi Deguchi has diverse experience in operations at a major general trading company, including finance, accounting, and tax practices, as well as in serving as a corporate manager at an overseas subsidiary and head of an internal auditing department. Moreover, he has corporate management experience at another listed company. He has been selected as Outside Director who is an Audit & Supervisory Committee Member because the Company expects that he will provide supervision, audits, and advice from a neutral and objective perspective with the aim of improving risk management and internal control systems as a foundation to increase corporate value and pursue sound growth of the overseas business under the medium-term management plan.

Skill matrix for the Board of Directors

Directors