We strive to enhance and strengthen corporate governance under a basic policy that calls for establishing efficient management systems to realize stable long-term growth founded on swift and appropriate decision-making and business execution, with the interests of diverse stakeholders in mind at all times, including shareholders. To ensure Group member companies are managed in accordance with laws and regulations under consolidated management, we've developed an internal controls system based on the management of various risks in business operations. These are part of our good-faith efforts to fulfill our corporate social responsibility.

In line with our management philosophy, we seek to realize sustained growth and fulfill our social responsibilities as an integrated logistics provider. We've established a basic policy on internal controls systems under which we develop and operate related systems and structures and periodically review and improve them.

State of the risk management structure

The Kamigumi Group has established Risk Management Rules to identify various risks in everyday business execution and to prevent potential problems. In accordance with these rules, the Compliance/Risk Management Committee meets regularly to ascertain risks in the Group and to draft and implement measures to address them. (The Compliance/Risk Management Committee met 12 times in FY2023.)

State of initiatives related to securing efficacy and efficiency in business execution

In FY2023, the Board of Directors consisted of eight members (including three external Directors) and met 16 times. The four Audit & Supervisory Board members (including 3 external Auditors) also attended these meetings. Board meetings are generally characterized by a lively exchange of opinions on each of the motions submitted. We seek to ensure the efficacy of its decision-making and oversight.
We have also adopted an executive officer system. The Board of Executive Officers, attended by all Company executive officers, met 12 times in FY2023 to make timely decisions on business matters.

Systems to ensure the propriety and status of Group business operations

Under the Affiliate Company Management Rules, important matters related to Group management are deliberated on or reported to the Company's Board of Directors and meetings of other internal management bodies. The Company's Internal Audit Department audits major subsidiaries in accordance with audit plans to ensure the propriety of Group business operations.

Initiatives related to ensuring the efficacy of auditing by Audit & Supervisory Board members

The Company's Audit & Supervisory Board members attend meetings of the Board of Directors and other important meetings. Board members also meet regularly with the Representative Director to ensure opportunities for the exchange of opinions concerning management. Board members receive important reports and materials from related Company sections, including reports from the Internal Audit Department on the results of internal audits. They review reports and materials from Group member companies as needed and periodic reports from the accounting auditor concerning audit results. Board members check with the accounting auditor regarding audit status, as needed. These activities help ensure the efficacy of audits overseen by Audit & Supervisory Board members.

External Directors (3 Directors)

Name	Reasons for appointment
Nobuko Ishibashi	While she lacks direct past experience with corporate management except as external director, Ms. Ishibashi offers wide-ranging experience and extensive knowledge gained in her work as an attorney. She was appointed an external Director based on expectations that she will provide valuable advice and proposals, mainly from a compliance perspective, to help strengthen and advance Company governance. No known conflicts of interest exist between the Company and Ms. Ishibashi. We appointed her as an independent officer because she satisfies the independence criteria of the Tokyo Stock Exchange and the criteria established by the Company for determining independence.
Osamu Hosaka	While he lacks direct past experience with corporate management except as external director, Mr. Hosaka offers considerable knowledge, primarily related to resupply and transport, gained from his experience as a high-ranking officer in the Japan Ground Self- Defense Force. He was appointed an external Director based on expectations that he will leverage this knowledge to help ensure the legality and propriety of Board decisions. No known conflicts of interest exist between the Company and Mr. Hosaka. We appointed him as an independent officer because he satisfies the independence criteria of the Tokyo Stock Exchange and the criteria established by the Company for determining independence.
Harumi Matsumura	Ms. Matsumura offers considerable knowledge based on her experience in management and human resources and CSR sections as an officer of publicly traded firms. She was appointed an external Director based on expectations that she will leverage this knowledge to help ensure the legality and propriety of Board decisions. No known conflicts of interest exist between the Company and Ms. Matsumura. We appointed her as an independent officer because she satisfies the independence criteria of the Tokyo Stock Exchange and the criteria established by the Company for determining independence.

External Audit & Supervisory Board members (3 members)

Name	Reasons for appointment
Ai Kuroda	While she lacks direct past experience with corporate management except as external director, Ms. Kuroda offers considerable experience and extensive knowledge gained in her work as an attorney. She was appointed an external Audit & Supervisory Board member based on expectations that she will provide effective auditing, drawing on this experience and knowledge, as well as valuable advice and proposals, mainly from a compliance perspective, to help strengthen and advance Company governance. No known conflicts of interest exist between the Company and Ms. Kuroda. We appointed her as an independent officer because she satisfies the independence criteria of the Tokyo Stock Exchange and the criteria established by the Company for determining independence.
Tomokazu Hideshima	While he lacks direct past experience with corporate management except as external director, Mr. Hideshima offers considerable experience with and extensive knowledge of tax administration and tax accounting gained in his work as a certified tax accountant. He was appointed an external Audit & Supervisory Board member based on expectations that he will provide effective auditing, drawing on this experience and knowledge, as well as valuable advice and proposals, mainly from the perspectives of finance and taxes, to help strengthen and advance Company governance. No known conflicts of interest exist between the Company and Mr. Hideshima. We appointed him as an independent officer because he satisfies the independence criteria of the Tokyo Stock Exchange and the criteria established by the Company for determining independence.
Shoko Sasaki	While she lacks direct past experience with corporate management except as external director, Ms. Sasaki offers considerable experience with and extensive knowledge of legal administration. She was appointed an external Audit and Supervisory Board member based on expectations that she will provide effective auditing, drawing on this experience and knowledge, as well as valuable advice and proposals, mainly from a risk-management perspective, to help strengthen and advance Company governance. No known conflicts of interest exist between the Company and Ms. Sasaki. We appointed her as an independent officer because she satisfies the independence criteria of the Tokyo Stock Exchange and the criteria established by the Company for determining independence.

To achieve swift and appropriate decision-making on important management issues and on the oversight of business execution in Company business activities, the basic policy on the composition of the Board of Directors calls for membership to include internal Directors who are highly familiar with each of its business fields, as well as multiple external Directors who are capable of offering opinions on improving management efficiency and governance from diverse stakeholder perspectives. As of July 2024, the Board included 8 Directors (including three external Directors) and four Audit & Supervisory Board members (including three external Audit & Supervisory Board members), for a total of 12 members.
During FY2023, the Board met 16 times. The following table gives the attendance of each Director in Board meetings.

Numbers of Directors and Audit & Supervisory Board members

Fiscal year	Directors		Audit & Supervisory Board members
	Internal	External	Internal	External
2024	5	3	1	3
2023	5	3	1	3
2022	8	4	1	3

Attendance to meetings of the Board of Directors and Audit & Supervisory Board(April 1, 2023 to March 31, 2024)

(Results for FY2023)

Name	Position	Number of Board of Directors meetings attended	Number of Audit & Supervisory Board meetings attended
Yoshihiro Fukai	Representative Director	16/16 times (100%)	-
Norihito Tahara	Representative Director	16/16 times (100%)	-
Toshihiro Horiuchi	Representative Director	16/16 times (100%)	-
Katsumi Murakami	Representative Director	16/16 times (100%)	-
Koichi Hiramatsu	Director	16/16 times (100%)	-
Nobuko Ishibashi	Director (external)	16/16 times (100%)	-
Osamu Hosaka	Director (external)	16/16 times (100%)	-
Harumi Matsumura	Director (external)	16/16 times (100%)	-
Kuniharu Saeki	Audit & Supervisory Board member	16/16 times (100%)	12/12 times (100%)
Takumi Nakao	Audit & Supervisory Board member (external)	16/16 times (100%)	12/12 times (100%)
Ai Kuroda	Audit & Supervisory Board member (external)	16/16 times (100%)	12/12 times (100%)
Tomokazu Hideshima	Audit & Supervisory Board member (external)	16/16 times (100%)	12/12 times (100%)