P.57 Corporate Governance (Audit & Supervisory Committee)

57 02. Foundations for Accelerating Transformation

Corporate Governance

Audit & Supervisory Committee

Following shareholder approval at the General Meeting of Shareholders held on June 20, 2025, the Company transitioned to a Company with an Audit & Supervisory Committee. The Audit & Supervisory Committee is an independent statutory body that, together with the Board of Directors, performs the Companyʼs oversight function. Acting on behalf of shareholders, it also supervises the execution of duties by Directors. To protect the interests of shareholders and other stakeholders, the Committee will diligently fulfill its responsibilities to further strengthen the corporate governance of the Company and the Group. In doing so, it will support sound and sustainable growth, create corporate value over the medium to long term, and earn the trust of society.

Focus of audits

In an uncertain global environment, the Group seeks to enhance sustainable corporate value over the medium to long term by effectively managing a wide range of risks while aligning its business activities with its material issues. As the Group strives to achieve this objective, the Audit & Supervisory Committee will conduct audits focusing on the following priority areas to ensure that the soundness of its business activities is maintained and enhanced.

1. Expanding our earnings base

• (1) Progress of Medium-Term Management Plan 2026
• (2) Business portfolio transformation
• (3) Digital & AI Strategy

2. Agile risk management initiatives

• (1) Addressing geopolitical risks
• (2) Cybersecurity

3. Sustainability initiatives 4. Governance and compliance

• (1) Strengthening global and Group governance
• (2) Embedding a culture of compliance

5. Corporate culture

• (1) Fostering organizational transparency
• (2) Engagement of officers and employees

Audit & Supervisory Committee activities (FY2025)

The Audit & Supervisory Committee meets once a month in principle. In FY2025, it met 17 times and discussed a total of 94 agenda items. Main agenda items included 20 matters for resolution or deliberation, such as audit policy, audit plan, and audit report, and 74 reporting items, including reports on internal audits, reports from the independent auditor, and advance briefings on agenda items for the Board of Directors. Separate from the Committeeʼs formal agenda, we held 13 off-site sessions to discuss various topics, including the effectiveness of the Committee.

In addition, the Audit & Supervisory Committee pursued the following initiatives to improve the efficiency and quality of its audit activities.

(1) Dialogue with Management and Executive Officers (Number of people who had dialogues: 139)

The Audit & Supervisory Committee held regular meetings with the Chairperson of the Board of Directors and the President and Chief Executive Officer to exchange views on management policies and issues that the Company should address. In addition, through interviews and other means with the heads of domestic and overseas corporate groups and business groups, as well as presidents of Group companies, the Audit & Supervisory Committee obtained and reviewed information on the status of operations and assets, compliance with laws and regulations, and loss risk management systems, and examined the status of the execution of duties.

(2) Attendance at important meetings (Number of meetings: 197)

Audit & Supervisory Committee Members, in addition to attending meetings of the Audit & Supervisory Committee, attend meetings of the Board of Directors in their capacity as directors. Furthermore, in order to understand the process of important decision-making and the status of the execution of duties by officers and employees, they attended important meetings, including the Management Council, General Managersʼ Meeting, Management Strategy Meeting, Company Investment Committee, Internal Control Committee, Compliance Committee, Corporate Sustainability Committee, and Nomination and Remuneration Advisory Committee, and expressed their opinions as necessary.

(3) On-site audits of regional organization/group companies (Number of on-site audits: 47)

(Regional organizations) 5 locations in Japan; 14 locations overseas (Subsidiaries) 19 in Japan; 9 overseas Audit & Supervisory Committee Members conducted on-site audits of domestic and overseas regional organizations and Group companies, and through interviews with heads of those organizations and other relevant personnel, obtained information on the status of organizational management and issues, as well as the development and operation of internal control systems, thereby making efforts to gain a thorough understanding of on-site conditions.

(4) Enhance group governance

The Audit & Supervisory Committee Members exchanged opinions and shared information with statutory auditors of subsidiaries and other Group companies through information briefing sessions and company-specific meetings, and expressed their views as necessary. In addition, by reviewing audit activity reports submitted by statutory auditors dispatched by the Company, they made efforts to understand the management conditions of subsidiaries and other Group companies, as well as the status of audit implementation.