Governance

Diversity of the Board of Directors

As of September 30, 2024, two of the 13 directors were women (15.4%). We intend to place greater emphasis on gender diversity on the Board of Directors and actively promote it, with the goal of achieving a 20% ratio of women on the Board of Directors by the fiscal year ending June 30, 2026.
As one way to diversify the Board of Directors, we also promote the appointment of outside directors with various careers. As of September 30, 2024, six of the 13 directors were outside directors (outside ratio: 46.1%).

By diversifying the board of directors, different perspectives and values based on diverse backgrounds will be reflected in management, which is expected to improve transparency and soundness. As a result, not only will decision-making from a broader perspective become possible, but it can also be applied to product and service development.
We will strive to build an organizational culture that achieves gender equality and strengthen the development of women's leadership to achieve both sustainable growth and contributions to society.

Policy on Dialogue with Shareholders, etc.

KeePer is committed to further enhancing its corporate value over the medium to long term by actively engaging in constructive dialogue with shareholders and investors. We conduct highly transparent information disclosure and utilize feedback obtained from constructive dialogues in our management strategies.

【Basic Policy】
1. The Chairman of the Board, the President and Representative Director, and the Managing Director and CFO oversee overall dialogue with shareholders and promote the development of systems and initiatives to realize constructive dialogue. In addition, IR, accounting, general affairs, and other related departments work together to establish a system to assist dialogue.

2. We regularly hold financial results briefings for institutional investors and analysts. In addition, KeePer actively accepts small meetings and individual IR interviews from investors in order to improve their understanding of KeePer.

3. From the viewpoint of fair disclosure, KeePer makes every effort to ensure fair disclosure by posting on its website materials from financial results briefings, video recordings, transcripts, and other materials.

4. We are striving to expand information disclosure and actively disclose monthly bulletins, PR information, and ESG information. In addition, KeePer's top management personally disseminates information on a daily basis through a blog on the KeePer website and through X (formerly Twitter).

5. In addition to financial statements and financial results presentation materials, we are actively promoting English-language disclosure of timely disclosure, PR information, monthly bulletins, notices of convocation of general meetings of shareholders, etc. We also strive to disclose information in Japanese and English at the same time or on the same day.

Risk Managements

1. Risk management approach
KeePer identifies risks that hinder business continuity, enhancement of corporate value, and sustainable development, evaluates major risks according to their importance and likelihood of occurrence, and implements measures to minimize the risks. When risks do occur, KeePer Giken implements countermeasures to minimize their impact.

2. Risk Management System
KeePer manages risk appropriately under the supervision of the Board of Directors, with all directors and executive officers discussing risk, including external factor risk, at the Risk Management Committee, which is chaired by the President and Representative Director appointed by the Board of Directors. The Board of Directors also periodically reviews the effectiveness of the risk management system. In addition, risks of medium- to long-term significance are also discussed by the Sustainability Committee and reported to the Board of Directors, where they are reflected in the execution of operations.

In addition, risks affecting the business are identified at the executive meeting held at the beginning of each month. If a significant risk emerges in the middle of the month, the relevant department reports it to the Board of Directors for action, without waiting for the executive meeting. Through ongoing risk management, we have built a flexible institutional design that can respond to the emergence of new risks or changes in existing risks.

In addition, the Board of Directors conducts periodic risk management assessments to confirm the effectiveness of risk management. Improvement measures are introduced as necessary to effectively manage risk throughout the organization.

3. Information Security System
To achieve continuous improvement of information security, we strive to build a security infrastructure.

4. Crisis Management System
We have established standards for appropriate actions to be taken in the event of an emergency, such as personal injury, theft, fire, or earthquake. We place the highest priority on the safety of our employees and have established a code of conduct for emergency response. We will continue to strengthen our efforts to minimize emergency risks and ensure business continuity throughout the organization.

KeePer Code of Conduct

KeePer aims to continue to exist and grow as a trusted company. Through the following code of conduct, we encourage each and every employee to recognize our mission and responsibilities, and to act and make decisions accordingly.

■ Duty of care of officers and employees
We will comply with all laws, regulations, and rules related to our business.
We will observe the rules of employment, devote ourselves to our duties, and perform our duties with steadfastness.
We do not offer bribes or improper benefits, nor do we provide entertainment that deviates from socially accepted norms.
We will not be involved with antisocial forces or organizations.
We will not engage in or be complicit in any form of corrupt activity, including money laundering, embezzlement, or obstruction of justice.

■ Ethics for executives and employees
We will act in accordance with social ethics so as not to damage the company's reputation and credibility.
We do not take information about the company outside of the workplace.
We will not bring personal issues or interests into the workplace, and will make clear our position as officers and employees. If we intend to engage in a transaction with a conflict of interest, we will consult with and obtain approval from the Board of Directors in advance.

■ Business Activities
We will comply with all applicable laws and regulations, conduct our business with a high degree of transparency and fairness, and strive to avoid causing suspicion or distrust.
We will strive to disclose appropriate information so that the public and consumers can understand it correctly.
We will strive to reduce negative environmental impacts as much as possible in all processes from product development, procurement, distribution, customer use, and disposal.

■ Accounting
We will prepare financial statements in a lawful manner, and perform legitimate accounting and tax reporting.
The Company will conduct strict and proper accounting for subsidized projects in accordance with laws, regulations, and guidance.

■ Information Management
We will strictly manage information obtained in the course of our business, not divulge it to any third party, and not use it for any purpose other than our business.
We will make every effort to protect personal information.
We will not spread rumors, etc.

■ Workplace Discipline
In order to maintain a healthy work environment, we respect job classifications and create a comfortable working environment.
We will strive to prevent discrimination and harassment in the workplace.
We respect the privacy of individuals and will not unreasonably infringe upon it.

■ Human Resources and Labor
We will comply with the Labor Standards Law and provide appropriate working conditions.
We do not discriminate on the basis of gender, age, place of birth, nationality, race, ethnicity, religion, disease, disability, etc..
We do not permit any acts that lead to human rights violations, such as child labor and forced labor..
We will provide a safe, hygienic and healthy working environment. We will also strive to create an atmosphere in which it is easy to report workplace accidents and incidents.

■ Duties of the board members
If a violation of the Code of Conduct occurs, we will promptly investigate the cause and strive to prevent recurrence.
In the event of a violation of laws and regulations, we will report the matter to the regulatory authorities and actively cooperate with investigations.
Prompt and appropriate accountability to the community, clarification of authority and responsibility, and strict disciplinary action.

Corruption Prevention Policy

KeePer prohibits corruption in the use of entrusted power for personal gain and prohibits all forms of corruption and complicity in corrupt acts, including the acts described in this policy.
All officers and employees will comply with applicable laws, regulations, and internal rules to ensure the trust of stakeholders, society as a whole, and customers.
The Board of Directors has adopted a resolution to formulate this policy.

policy

1.Prohibition of bribery
Except as permitted by relevant rules and regulations, we will not offer or promise to offer or promise to offer any money or other benefits, directly or indirectly, to public officials or private customers, suppliers, or other business entities with the intent to defraud them.
We will also comply with the relevant laws and regulations of each country and region, not provide entertainment, gifts, or invitations that deviate from socially accepted norms, and maintain sound business practices.
Furthermore, we will not direct bribery through third parties such as agents, consultants, distributors, or subcontractors, and we will not tolerate or condone bribery by such persons.
We will not directly or indirectly receive, request or promise to receive any improper or unjustified benefits in connection with our duties.

2.Management of payment records
In the event that we provide money or other benefits to third parties with whom we come into contact in the course of our business activities, we require our accounting department to properly keep the vouchers that provide the basis for such benefits and to accurately and without omission record the account items, amounts, etc. in our accounting books, and we shall ensure that under no circumstances shall off-book processing be used.

3.Lawful entertainment, gifts, etc.
With regard to entertainment, gifts, travel expenses, donations, support, or sponsorship for public officials and business partners that have legitimate business purposes and are provided legitimately, we will operate appropriately in accordance with relevant rules and regulations.

Special attention shall be paid to the provision of entertainment or gifts to public officials, political donations, and political funds, for example, by establishing separate internal rules for such activities.

4.Conflict of Interest
We will give due consideration to conflicts of interest (situations in which personal interests conflict with the best interests of KeePer) and will not engage in any conflicts of interest. In the unlikely event that a company intends to engage in a conflict of interest, it may do so only after consulting with and obtaining approval from the Board of Directors in advance.

5.Compliance with other laws and regulations
We recognize that violation of laws and regulations may damage the company's credibility, and we will comply with all laws and regulations.

■ Scope of application
This policy applies to all officers and employees of KeePer, regardless of the country or region in which they operate.

■ Internal Audit and Supervision
We will appropriately operate a system of self-inspections and internal audits of compliance with this policy according to the degree of risk.
The Executive Committee, under the supervision of the Board of Directors, will review the implementation of this policy for compliance. If the risk of corruption is deemed high, the Executive Committee will determine a response on a case-by-case basis, and the Board of Directors will oversee the implementation and effectiveness of this policy.

■ Whistleblower Contact and Response
We have established an internal system that guarantees confidentiality and anonymity, and have a reporting desk where all officers and employees can report general compliance issues, including anti-corruption issues, to ensure compliance with this policy.
If we find any act that violates or may violate related rules, we will conduct a rigorous internal investigation and cooperate fully with investigations by the relevant authorities.

In addition to the possibility of personal liability for violations of the relevant rules and regulations, officers and employees will be subject to strict disciplinary action in accordance with the internal rules of the company to which they belong or their employment/delegation contract.
If such violations are discovered, they will be reported to the Board of Directors.

Date of enactment: August 10, 2023