CSR Building a Resilient Management Base Code of Conduct (Compliance) Basic Approach As a Group which operates a marriage matchmaking business to build relationships between people under the brand statement “People bring people together,” earning and maintaining the trust of our customers and society is our most important theme. As a leading company in the marriage matchmaking industry, we have developed our business with a sense of mission to solve Japan’s acute social challenges (depopulation, declining birthrates, an aging population, and unmarried people). Above all, our reputation and credibility in society must improve for our marriage matchmaking business to continue and grow. We are therefore committed to compliance and internal controls as part of our efforts to strengthen the foundation that supports our credibility as a company and are working to ensure they are thoroughly implemented throughout the Group. Compliance Rules We regard compliance as a demand from society, including our stakeholders, and we are implementing management practices that not only ensure compliance with laws and regulations but also pay attention to the societal demands behind them, being conscious of our position and the closeness and relationship we have with society. The Board of Directors decides substantive compliance-related matters. Prohibition of acts violating laws and regulations, the duty of reporting, and other matters are stipulated in the “Compliance Rules” to ensure that all employees are fully aware of these rules. Internal Control We regard compliance as a demand from society, including our stakeholders, and we are implementing management practices that not only ensure compliance with laws and regulations but also pay attention to the societal demands behind them, being conscious of our position and the closeness and relationship we have with society. The Board of Directors decides substantive compliance-related matters. Prohibition of acts violating laws and regulations, the duty of reporting, and other matters are stipulated in the “Compliance Rules” to ensure that all employees are fully aware of these rules. IBJ’s internal Control System We have defined data storage and management, risks, ensuring operational efficiency, compliance, and ensuring fair business operations within the Group as necessary for establishing the internal control system and are working to build the system by thoroughly enforcing internal rules and developing business processes. Consultation and Reporting System To prevent and detect risks related to compliance and human rights in the early stages, the Internal Audit Office serves as the point of contact for Group employees, outsourcing contractors, and others to supply information, and a legal advisory firm is the point of contact outside the Company. We have also created an environment conducive to reporting by ensuring the confidentiality of whistleblowers and their data through the Internal Reporting Regulations. Status of Compliance Initiatives We have made compliance a basic management policy and are striving to raise awareness of the law-abiding spirit in the Group. As part of this effort, we regularly conduct compliance training for all employees to enhance their knowledge and awareness of compliance issues such as personal data protection, insider trading regulations, laws and regulations relating to premiums and misleading representations and the like, and harassment. Efforts to Ensure Compliance in the Company Item Details 2023 record of implementation All-employee training(held annually) Training primarily focused on information security, including personal data protection All IBJ employees Hierarchy-specific and department-specific training (as occasion calls) Training on individual themes (overall basic knowledge, relevant laws and regulations, information security, and others) for each employee level and each department, including new hires and non-Japanese personnel, including those from Group companies New IBJ hires: 192 stratification: 270 Tests conducted to check uptake (held once a year) Tests focused on information security to ensure uptake by all employees All IBJ employees (average score 94.3) Self-inspection system(once a month) Self-inspections focused on information security at each departmental level All IBJ employees Corporate Governance Approach to Corporate Governance Our Group aims to address the issue of the declining birthrates confronting Japanese society through our marriage matchmaking business, based on our management philosophy of “Bringing happiness to all the people who share a connection.” To accomplish this social mission, we recognize that it is essential for corporate management to build long-term, stable, and sustained good relationships with stakeholders by enhancing management monitoring functions and ensuring sound and transparent management while conducting flexible and resilient management. To achieve this goal, we are not only improving our organizational structure but also working as one to raise awareness of compliance and strengthen risk management. Basic Policy for Corporate Governance We recognize that it is essential for corporate management to build long-term, stable, and sustained good relationships with stakeholders by enhancing management monitoring functions and ensuring sound and transparent management while conducting flexible and resilient management. To this end, our basic policy in our management is not only to improve our organizational structure but also to work as one to raise awareness of compliance and strengthen risk management. Mechanism for Corporate Governance Corporate Governance System As a company with a board of company auditors, the Board of Directors makes important management decisions and supervises the administration of business matters, while the Board of Company Auditors and accounting auditors, which serve as monitoring bodies independent of the Board of Directors, audit the directors’ management of corporate affairs, the status of company-wide compliance with laws and regulations, risk management, and the adequacy of the Company’s disclosed information. We have also established a management committee as a business execution system based on decisions made by the Board of Directors, and executive officers and directors in charge of each business to ensure clear separation of decision-making and conduct of affairs. Directors Candidates for the Board of Directors are elected at the General Shareholders’ Meeting. There are no clearly defined guidelines for the election of candidates, but the reasons for the election are disclosed in the Notice of General Shareholders’ Meeting. In selecting independent directors (outside directors or outside auditors), we select individuals who, in addition to the independence criteria stipulated by the Companies Act and the Tokyo Stock Exchange, are judged to be virtually independent based on our “Criteria for Independence of Outside Directors and Outside Auditors,” and whose achievements, experience, and knowledge are expected to contribute to frank, vital, and constructive discussions at the Board of Directors meetings. In addition, the Board of Directors’ term of office is set at 1 year to invigorate the Board of Directors further and dynamically establish an optimal management structure that responds to changes in the business environment. Reasons for the Election of Directors (Appointed at the 18th Annual Shareholders’ Meeting), as of March 25, 2024 Full name Number of shares owned (shares) Reasons for election Number of Board meetings attended Re-elected Shigeru Ishizaka 11,920,400 Ishizaka established the Company in 2006 and has led the entire Group and contributed to the improvement of corporate value as President and CEO through his extensive management experience, deep insight, and acumen, based on the management philosophy of “Bringing happiness to all the people who share a connection.” He is expected to continue to contribute to the long-term improvement of our Group’s corporate value and the promotion of our growth strategy. 13 out of 13 times Re-elected Kenjiro Tsuchiya 2,205,800 Tsuchiya has extensive experience and insight in many businesses such as Sales Division, Affiliates Division and Lounge Business Department. He also possesses abundant experience and knowledge in management due to his post as Managing Director of our company. Accordingly, we appointed him Director because he will be able to contribute to enhancing corporate value of our group over a long term and promoting our growth strategy by utilizing his business experience. 10 out of 10 times Re-elected Yasuyuki Yokogawa 19,600 Yokogawa has a wealth of experience and insight into management, as he oversees our Lounge Business Department and currently leads a subsidiary as its Representative Director. Therefore, he is expected to contribute to improving the value of our corporate group. 13 out of 13 times Re-elected Kohzoh Umezu 1,100 Umezu has held key positions at the Industrial Bank of Japan (now Mizuho Financial Group, Inc.), IBJ NW Asset Management, Co., Ltd. (now Asset Management One, Co., Ltd.), and NU Intellectual Property Financial Services Co., Ltd., and has in-depth knowledge related to finance and capital management, considerable experience as a business administrator at financial institutions, and a network of contacts. As we pursue strategic business investments for sustainable growth, we expect him to contribute to the further development of our Group and the improvement of our corporate value by making judicious recommendations based on his experience and exercising supervision over the conduct of our affairs. 13 out of 13 times Newly elected Outside Director Megumu Murakami ─ Born in 1975, joined The Industrial Bank of Japan, Limited (currently Mizuho Bank, Limited) in 1999.In 2003, she joined The Japan Research Institute, Limited, where she has been engaged in research and consulting for government agencies, local governments, and corporations, and is currently an Expert at the Center for Emergent Strategies.She specializes in corporate research in the ESG field, SDGs and corporate management, climate change and finance, and child participation theory.In 2024, she was appointed Outside Director of IBJ, Inc. ─ Newly elected Outside Director Mai Satou ─ Born in 1989, she entered the Faculty of Economics and Business Administration at Fukushima National University in 2008, where she studied statistics and marketing.After graduating from college, she worked for a company before going independent in 2017.Started data analysis and statistical analysis business.In 2020, Delta Create, LLC was opened.She runs the YouTube channel “Mystery Statistics|Satomai”.In 2024, she was appointed Outside Director of IBJ, Inc. ─ Auditors After receiving the approval of the Board of Company Auditors, the General Shareholders’ Meeting appoints the candidates for the auditors. There are no clearly defined guidelines for the appointment of candidates, but the reasons for the appointment are disclosed in the Notice of General Shareholders’ Meeting. In selecting independent directors (outside directors or outside auditors), we select individuals who, in addition to the independence criteria stipulated by the Companies Act and the Tokyo Stock Exchange, are judged to be virtually independent based on our “Criteria for Independence of Outside Directors and Outside Auditors,” and whose achievements, experience, and knowledge are expected to contribute to frank, vital, and constructive discussions at the Board of Directors meetings and the Board of Company Auditors meetings, and the term of office for auditors is set at 4 years. Board of Directors As the highest management decision-making body, the Board of Directors is responsible for making decisions on management policies, medium- and long-term business strategies, and other important matters for the Group, as well as overseeing the execution of business by the management committee and each business division. The Board of Directors, consisting of four directors (two of whom are independent directors) and chaired by the President and CEO, meets at least once a quarter in principle and as occasion demands. Assessment interviews are also conducted based on each director’s self-evaluation, and the overall effectiveness of the Board of Directors is analyzed and evaluated based on the opinions of outside directors and auditors. We expect independent directors to supervise the validity of management decisions in a holistic and objective manner from a standpoint not directly involved in business execution, including pursuing the improvement of corporate value as a representative of general shareholders. Board of Company Auditors The Board of Company Auditors, working together with the Board of Directors, plays a part in the Company’s supervisory function and, as an independent body entrusted by shareholders, audits the directors’ performance of duties, thereby ensuring the sound and sustainable growth of the Company, including Group companies, that takes into account the creation of value for its various stakeholders and establishing a high-quality corporate governance system that can be trusted by society. The Board consists of three auditors (two of whom are independent auditors), and it appoints a chairperson from the auditors by a resolution of the Board of Company Auditors meeting, held at least once a quarter in principle and as occasion demands. The Board of Company Auditors also meets regularly with the CEO to exchange views on challenges the Company needs to address, the state of the audit environment for auditors, and important audit issues, as well as to make requests as deemed necessary to deepen mutual understanding with the CEO, and it provides appropriate explanations to the CEO and the Board of Directors concerning audit policies and plans, and the status of the implementation and findings of audits. We expect independent auditors to supervise the validity of management decisions in a holistic and objective manner from a standpoint not directly involved in business execution, including pursuing the improvement of corporate value as a representative of general shareholders. Distribution of Shares by Shareholder *As of December 31, 2023 *The above excludes 1,766,106 treasury shares. Percentages are rounded off to the first decimal point. Stock status Number of authorized shares Total number of shares issued Number of shareholders 139,320,000 42,000,000 7,343 Major shareholder Name Shares Held Percentage to Issued Shares Shigeru Ishizaka 11,920,400 30.7% Custody Bank of Japan, Ltd. (Trust account) 4,097,400 10.6% Tetsuhiro Nakamoto 3,632,800 9.4% TN network Co., Ltd. 3,240,000 8.4% Kenjiro Tsuchiya 2,205,800 5.7% The Master Trust Bank of Japan ,Ltd. (Trust account) 2,119,400 5.5% BNY GCM CLIENT ACCOUNT JPRD AC ISG（FE-AC） 702,800 1.8% Motonari Kuwahara 648,800 1.7% IBJ Employee Stock Ownership Plan 448,462 1.2% Nomura Securities Co.,Ltd. 406,402 1.1%
