Policies and Basic Approach

Taisei Corporation’s fundamental approach to corporate governance is to conduct the management and decision-making of the business in a swift, appropriate, fair and transparent manner in order to continue to grow as a corporation in a sustainable and socially responsible manner.
The Company implements measures in accordance with its Fundamental Corporate Governance Policy, which is formulated based on the principles of the Corporate Governance Code.

Structures and Systems

Overview of Corporate Governance System

We have adopted a company with an Audit & Supervisory Board structure. The roles and composition of both the Board and the Audit & Supervisory Board are as follows: To further enhance the effectiveness of the Board, we have established several committees within it, including the Governance System Review Committee, the Executive Personnel Committee, the Remuneration Committee, and the Sustainability Committee. These committees are chaired by an Independent External Member of the Board to ensure the independence, objectivity, and accountability of their functions. Additionally, Independent External Audit & Supervisory Board Members participate as observers in these discussions. To facilitate efficient business execution, we have implemented an executive officer system and established a Management Committee as the decision-making body. We have also established various committees, such as the Sustainability Promotion Committee and the Risk Management Committee, to deliberate on matters related to the Management Committee or the President’s consultations. Furthermore, we have established a Compliance Committee, chaired by an external expert, to provide specialized responses to consultations from the President.

Corporate Governance Structure
(As of June 25, 2025)

Board and Audit & Supervisory Board(As of June 25, 2025)

Board

• *External Member of the Board

Audit & Supervisory Board

• **External Audit & Supervisory Board Member

Committees within the Board(As of June 25, 2025)

The following Committees within the Board have been established and convened as necessary, as prior consultation bodies in order to invigorate and substantiate the deliberations by the Board.

Governance System Review Committee

• *External Member of the Board
• **External Audit & Supervisory Board Member

Executive Personnel Committee

• *External Member of the Board
• **External Audit & Supervisory Board Member

Remuneration Committee

• *External Member of the Board
• **External Audit & Supervisory Board Member

Sustainability Committee

• *External Member of the Board
• **External Audit & Supervisory Board Member

Information about Management Members(As of June 25, 2025)

Directors, Officers

Skill Matrix

Expertise and Experience Expected of Members of the Board and Audit & Supervisory Board Members to Achieve the Group’s Vision for FY2030

• Notes: 1.The above table highlights the skills particularly expected of Members of the Board and Audit & Supervisory Board Members. It does not represent the full range of skills possessed by each Member of the Board or Audit & Supervisory Board Member.
•     2.Sustainability is considered a skill expected of all Members of the Board and Audit & Supervisory Board Members. However, only those for whom this skill is particularly expected are explicitly indicated.

Concepts Behind the Above “Specialization and Experience”

Appointment of External Officers

• For details of the appointment status of external officers, please refer to Section Ⅱ-1. [Members of the Board] and [Audit & Supervisory Board Members] of the Corporate Governance Report.

Attendance at Meetings of the Board, Audit & Supervisory Board, and Committees Within the Board

• For details of FY2023 attendance at meetings of the Board, Audit & Supervisory Board, and committees within the Board, please refer to Section Ⅳ.4.(1) Outline of Corporate Governance and (3) Audits of the Annual Securities Report.

Election, Dismissal, and Development Plan of Executives

The Company nominates candidates for Members of the Board and appoints Executive Officers with the goal of identifying individuals who will contribute to the sustainable growth and long-term enhancement of corporate value. This process involves considering a range of qualities, including personal background, achievements, character, knowledge, experience, and abilities, as well as diversity factors such as gender, international experience, career history, and age. The Board identifies the skills required for the Board to fulfill its medium- to long-term vision and Medium-Term Business Plan, and nominates Member of the Board candidates accordingly. If a Member of the Board fails to demonstrate the expected qualities after appointment, their dismissal may be considered. The nomination of Member of the Board candidates, as well as the appointment and dismissal of Executive Officers, is determined by the Board following deliberation by the Executive Personnel Committee.
Regarding senior management development, we have a systematic process for selecting and developing successor candidates to ensure timely and appropriate leadership transitions. Candidates are equipped with broad knowledge of external environments, corporate governance, and management strategy literacy, which enables us to identify individuals who possess the qualities necessary for top management roles.
The Next-Generation Executive Development Program primarily targets Executive Officers, Executive Manager, and General Managers, providing opportunities to enhance management capabilities from a companywide and Group-wide perspective. These opportunities include appointments as Directors of Group companies, participation as observers in key meetings such as the Management Committee, and interactions with External Members of the Board.
Additionally, to identify and develop high-potential individuals from the generation following those selected for the Next-Generation Executive Development Program, the Subsequent-Generation Executive Development Program—primarily targeting General Managers and Deputy General Managers—offers early opportunities to acquire the skills, knowledge, and perspectives necessary for leadership roles through training by external organizations. Furthermore, current senior management participates in regular Top Management Seminars to further develop necessary skills. These seminars feature keynote speeches by external experts and discussions on key management issues.

Support System for External Executives

The Secretarial Department supports our External Members of the Board, while the Audit & Supervisory Board Members’ Department aids our External Audit & Supervisory Board Members. Before each monthly the Board meeting, relevant materials are distributed and pre-meeting briefings are held. These sessions allow for explanations by internal Members of the Board on agenda items. Regular opinion-exchange sessions and site visits further foster information sharing and collaboration among the Members of the Board. This support structure ensures thorough and lively discussions during Board meetings.

Remuneration, Etc.

• As to details of FY2023 officer remuneration, etc., please refer to Section Ⅳ.4.(4) Remuneration for Executives of the Annual Securities Report.

Activities / Efforts

Analysis and Evaluation of the Overall Effectiveness of the Board

• As to details of FY2023 evaluation, please refer to Section Ⅳ.4.(1)-1) c. Evaluation of the effectiveness of the Board of the Annual Securities Report.

Measures to Ensure Effectiveness of the Governance System of Listed Subsidiaries

We made PS Construction Co., Ltd. (name changed from P.S. Mitsubishi Co., Ltd. on July 1, 2024) a consolidated subsidiary by acquiring the majority stake in the company.
Considering that PS Construction Co., Ltd.’s current business foundation has been built through its independent management and has delivered solid business results, we believe it is essential to respect the company’s corporate culture and management autonomy to enhance its corporate value. Therefore, both the Company and PS Construction Co., Ltd. have agreed to maintain its listing.
Based on the basic policy of group management, we will establish an appropriate governance system that takes into account the common interests of all shareholders, including minority shareholders. We will also strive to maximize group profits through the integrated management of the entire Group.

Dialogue with Shareholders and Investors

The Company strives to disclose timely and relevant information on its initiatives for sustainable growth and the medium- to long-term enhancement of corporate value through regular financial results briefings and dialogue with shareholders and investors. We also strive to incorporate valuable feedback received into management decisions.
We are committed to providing accurate and timely disclosure of financial performance, management strategies and key issues, risks, governance, human capital, intellectual property, and sustainability initiatives, based on our Information Disclosure Policy and Fundamental Corporate Governance Policy. This disclosure is carried out in compliance with applicable laws, regulations, and stock exchange rules. Additionally, we strive to provide stakeholders with timely and clear updates on our Group’s business activities through our website, Integrated Report, and other channels as needed.
We strive to promote constructive dialogue with shareholders and investors based on our IR Policy. Specifically, we hold general meetings of shareholders, semiannual financial results briefings, individual and small meetings for domestic and international institutional investors, as well as overseas IR activities.
We prepare reports summarizing the details of dialogues and interviews with shareholders and investors and submit these to senior management on a monthly basis. We also report to the Board at least twice a year on the details of IR activities, which contributes to improving our management practices.
Deepening mutual understanding through constructive dialogue with shareholders and investors is essential for enhancing corporate value. Going forward, we remain committed to proactive communication in accordance with our IR Policy.

Ensuring the Credibility of Financial Reporting

Internal controls on financial reporting based on the Financial Instruments and Exchange Act are recognized as one of the most important issues for a corporation. We have set up the internal systems including daily monitoring to ensure the credibility of the financial reporting disclosed to the public. The effectiveness of the system is evaluated by the Auditing Department and audited by KPMG AZSA LLC. The results are disclosed in the Internal Control Report and in the Audit Report of Internal Controls. We will fulfill our social responsibility as a corporation by continuing to ensure the effectiveness of these internal controls.
In order to continue to operate the internal control systems relating to financial reporting in a sound manner, we are also publishing messages from the President, implementing e-learning, and other campaigns to raise awareness among executives and employees.

Promotion of Internal Controls

At Taisei Corporation, in May 2006, the Board established the Fundamental Policy to Enhance Operational Compliance Systems, which was revised in July 2022. This policy is designed to ensure that as a Group, we conduct operations both appropriately and efficiently and maintain the reliability of financial reporting. To further enhance compliance and risk management, the Company undertakes various measures. This includes providing training on compliance with the Antimonopoly Act, conducted by external lawyers, primarily targeting executives and staff in the sales division.