Compensation for Directors and Corporate Auditors (59th Fiscal Period [Ended March 31, 2024])

(1) Total amount of remuneration, etc. by officer category, total amount of remuneration, etc. by type of remuneration, etc., and number of officers covered

(2) Total amount of consolidated remuneration, etc. of those whose total amount of consolidated remuneration, etc. is 100 million yen or more.
No applicable information is presented since there is no such person.

(3) Matters pertaining to the policy for determining the amount of remuneration, etc. for directors and corporate auditors or the method of calculation thereof

(a) Matters pertaining to the policy for determining the amount of remuneration, etc. for each individual Director (excluding Directors who are members of the Audit Committee)

The Company's Board of Directors has adopted a policy for determining the content of remuneration, etc., for each individual Director as follows

1. Remuneration and its calculation method

Remuneration for Directors shall be appropriate to the Company's position in a listed company and the position it aims to achieve by implementing its medium-term management strategy, and the Company shall determine the level of such remuneration while utilizing objective external data on remuneration for Directors and Corporate Auditors.

Remuneration for Directors (excluding Outside Directors) The remuneration of Directors (excluding Outside Directors) shall consist of base remuneration and stock-based remuneration.

Basic remuneration shall consist of a fixed portion based on the Director's position and responsibilities and a portion reflecting the Company's performance and contribution, etc., and shall be paid in a fixed monthly amount in cash.

The amount of stock-based compensation is calculated based on the achievement status of the medium-term management plan and is delivered in August of each year as restricted transferable shares in order to motivate directors to contribute to share price growth and corporate value enhancement by improving the Company's medium- to long-term business performance. The transfer restriction will be lifted after 30 years from the date of acquisition or at the time of retirement, whichever comes first.

The maximum ratio of stock-based compensation to total compensation shall be 30%.

Outside Directors shall receive only a fixed amount of base remuneration, as they are responsible for supervising and advising the management of the entire JMS group from an objective standpoint.

2. Determination of Remuneration

In order to ensure the appropriateness of the compensation of Directors and the fairness and transparency of the decision-making process, the Company has established a Performance Evaluation Committee, the majority of whose members are independent outside Directors, as a voluntary advisory body to the Board of Directors. The compensation of Directors is determined by the Board of Directors within the limit of the amount of compensation approved by the General Meeting of Shareholders after the Committee deliberates on the appropriateness of the design of the system, including its composition, and the evaluation and assessment of the Company and Directors' performance.

With regard to the activities of the Board of Directors and the Performance Evaluation Committee in the process of determining the amount of remuneration, etc., for the Company's directors and corporate auditors during the current fiscal year, the Performance Evaluation Committee deliberated at its June 2023 meeting on the amount of remuneration, etc., for directors from July of the same year onward, based on the deliberations of the Performance Evaluation Committee, Based on the deliberations of the Performance Evaluation Committee, the amount of directors' remuneration was decided at the Board of Directors meeting in June 2023.

3. Other important matters concerning decisions on the content of remuneration

For the purpose of encouraging appropriate judgment and action by Directors and ensuring sound management, the Company provides for the return of all or part of the remuneration in the form of restricted stock prior to the cancellation of transfer restrictions in the event that certain events occur.

(b) Matters concerning remuneration for audit & supervisory board members

Compensation for Directors who are Audit and Supervisory Committee Members consists only of a fixed amount of basic compensation, as they are responsible for auditing and supervising the execution of duties by Directors (excluding Directors who are Audit and Supervisory Committee Members) from an objective standpoint.

The remuneration of Directors who are Audit and Supervisory Committee Members is determined individually by the Audit and Supervisory Committee Member within the maximum amount of remuneration approved at the General Meeting of Shareholders, in accordance with the actual service of each Director who is an Audit and Supervisory Committee Member.

(c) Matters concerning the resolution of the General Meeting of Shareholders regarding remuneration, etc. of Directors

The amount of monetary compensation for Directors (excluding Directors who are Audit and Supervisory Committee Members) was resolved at the 58th Ordinary General Meeting of Shareholders held on June 27, 2023 to be no more than 170 million yen per year (not including employee salaries for Directors who are also employees). The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) as of the close of said Annual General Meeting of Shareholders is 8. Separately from the said monetary compensation, a resolution was passed at the same Ordinary General Meeting of Shareholders that the amount of stock-based compensation shall not exceed 80 million yen per year and the maximum number of shares shall not exceed 160,000 shares per year (Directors who are Audit and Supervisory Committee Members and Outside Directors are excluded from the grant). The number of Directors (excluding Directors, Audit and Supervisory Committee Members and Outside Directors) at the conclusion of the said Ordinary General Meeting of Shareholders was 6.

The amount of monetary compensation for Directors, Audit and Supervisory Committee Member Members was resolved at the said Ordinary General Meeting of Shareholders to be no more than ¥30 million per year. The number of Directors, Audit and Supervisory Committee Member Members as of the close of said Ordinary General Meeting of Shareholders is 3.

(d) Reasons why the Board of Directors has determined that the details of remuneration, etc. for each individual Director are in line with the policy for determining the amount of remuneration, etc.

In order to ensure the appropriateness of the content of individual compensation, etc. for each Director (excluding Directors who are Audit and Supervisory Committee Members) and the fairness and transparency of the decision-making process, the Company has established a Performance Evaluation Committee, the majority of whose members are independent outside directors. Within the limit of remuneration approved at the General Meeting of Shareholders, the Company consults the Performance Evaluation Committee on the remuneration proposal prepared in accordance with the regulations, and after deliberation, the proposal is reported to the Board of Directors for decision, and the Company believes that the content of the proposal is in line with the decision policy.